Equestria Girls: Infiltration
by Darkryt Orbinautz
Summary: After the discovery of a portal that leads to a world where the ponies are humans, Smokescreen is sent with a squadron of his own, to protect them. As threats his team face escalate, and stress bears down, Smokescreen must decide if he's fit to be a Prime, let alone a leader...and Sunset Shimmer must figure out how she truly feels about her mentor after all these years: ON HIATUS.
1. Mish Mash Melee

**Disclaimer: Transformers, My Little Pony and Littlest Pet Shop are the properties of Hasbro.**

**This is a non-profit work made by an independent contractor outside of ****any**** company's official notice intended for non-profit entertainment and speculative purposes only.**

**Note: This is intended to 'weave' in and out of Infiltration Proper. So there's a few bits and bobs that if you read both, you can go "Ooooh, I see what you did there!" but they're not ****_so_**** interdependent that you can't read one without the other. There are in fact, totally different stories.  
**

**Darkryt Orbinautz presents... with ****_some_**** amount of regret, hesitance, and self-loathing...**

**_Equestria Girls,_**

**_Comin' atch ya from_**

**_Another world! _**

**_What lies beyond the mirror?_**

**_What will we see?_**

**_Come on, _**

**_Take my haaand,_**

**_Stick with me, _**

**_And I'll show you a whole new land!_**

**_It's a different world!_**

**_Just call us the "E-quest-ria Girls!" _**

**_The rules are different here  
_**

**_It's a brand-new ball game_**

**_(Hi! I'm Sunset Shimmer! _**

**_What's your name?)_**

**EQUESTRIA GIRLS**

**INFILTRATION  
**

**Story I**

**Mish Mash Melee**

**Arcee and Rainbow Dash discover an alternate world where the ponies are humans! And if they don't get out of there soon...they will be too!**

* * *

At the imperial castle of Canterlot, the Elements of Harmony lay in their vault. These peace-keeping artifacts had been lost for some time, and only rediscovered around a year or two ago, and had been crucial, not just in defending Equestria from threats long since passed, but also purging the Cybertronian God of Chaos from one of their own wearers.

It was mid-day, yet the shadowy figure, hidden beneath a fetching grayish black cloak, had no trouble gliding from tower top to tower top until she was in the vault. She was an unusual entity, though the cloak couldn't hide her gender, her thin hips, her long tail...but it was the strangest thing. She had wings, like a pony. Well, more like a Decepticon, really, but that's beside the point. She had a tail, like a pony...but her body almost seemed human.

Crashing through the sunlit window without any concern for the glass getting onto her flesh, she landed skillfully on the royal red carpet.

The doors swung open, and two Guards came charging in. The room was not soundproof, and they heard the crash.

"You there!" One Guard accused, pointing his hoof. "Halt where you are!"

The figure turned to face them, and arched a red claw at them. The claw lit up green with magic, and the Guards grimaced, thinking they were dealing with a Changeling. Whether they were or weren't, the intruder blasted them both, knocking them out.

The interruption into her plan dealt with, the intruder smiled a toothy smile inside the shadow of her cloak. She approached the door to the vault proper. Painted with the blue and pink of Celestia's mane, and adorned with a stylized sun that mixed the sun with the six-pointed star symbol for magic.

Despite the thousands of enchantments cast upon the door, reinforcing each other as metaphysical iron, the intruder was able to shove her claws into the door and force it open.

Each Element was placed beautifully on a velvet purple pillow atop a stone pedestal. Each one shone beautifully, even without the sun reflecting into the room.

Her eyes, though hidden, lit up like a firework on the fourth of July. She eyed each Element hungrily, boldly walking into the room, taking her time. It was quite defiant of her to do this, as she wasn't supposed to even be so much as near the castle grounds. Each one called out to her, as if saying "Pick me!" but she was only imagining it. They would never speak to one such as herself.

"Who goes there-!?" She heard a Guard shot, and tossed another green fireball over her shoulder at him, taking him out without even trying.

She swung around, her tail billowing. She had never seen the Elements herself, only heard of them.

"I need to get the right one, but whiccch one isss the right one?" She hissed. "Missstresss will be ssso upssset if I pick the wrong one..."

She saw the Element of Loyalty. The one with the thunderbolt shaped jewel. She knew thunder, in general terms, meant power, so she choose to snag it, quickly whipping it off its pedestal. She hissed happily to herself, holding the Element in both her claws. She didn't let go, even as it attempted to harness its own power to burn her flesh and make her release what did not belong to her.

Cackling gleefully, sometimes interrupted by little gasps of pain from the Element's searing of her flesh, she flew out the castle as undetected as she flew in.

* * *

A few hours later, the prestigious, two purples Twilight Sparkle and her esteemed friends were taking their other friends – crimson Optimus Prime and his respected Team Prime of the shape-shifting Autobots- on their first tour of the 'Native Equestrian locale of The Crystal Empire', as Optimus liked to refer to it by. The lovely pink Princess Cadence was with them, offering her vast knowledge of the Empire to the Autobots. Twilight tried to keep up with Cadence with her own knowledge gleaned through intensive study, but it was almost like Cadence had actually been a Crystal Pony all her life.

Yellow, middle-sized Bumblebee, bulky, well, Bulkhead, and tiny, lithe silver and blue Arcee found it boring. Ratchet was interested, but unsure of what practical knowledge it would be for him to know their history. Optimus had the same unquenchable hunger for knowledge that Twilight herself did, though he hid it very well, always keeping his emotions in check.

"If you'll look over there..." Cadence said. "You'll see the Crystal Fountain, which has some of the purest water in all of Equestria...and the statue of me an overenthusiastic peasant spent his time trying to create..." Cadence put her hoof over her eyes and sighed. "Some ponies take their worshiping of royalty so seriously..."

"Aw, dude!" Rainbow Dash, who was colored as the name suggests, exclaimed. "I wish I had ponies willing to build statues of me..."

"Stained glass in Celestia's palace isn't enough for you?" Arcee playfully teased.

Rainbow Dash thought about for a moment before shaking her head. "No. Hey..."

Rainbow Dash looked upwards, noticing a cloaked figure flying in the Crystal skylines on large red wings that resembled a bat's, a pony's tail peeking out from the bottom of the cloak.

"What's that?" Rainbow Dash pointed upwards, and everypony else around did the same.

"It appears to be a humanoid figure with wings and a pony's tail." Optimus stoically observed. "Perhaps some as yet undiscovered form of Equestrian chimera."

"If we are to engage in speculation, Optimus," Ratchet retorted, "I would like to offer the possibility of humans attempting to splice genetics."

"An excellent suggestion, old friend." Optimus assured him. He took another look at the figure. Twilight and Cadence became alarmed when Optimus' expression became serious. His face was always serious, but when suspecting or engaging an enemy, it became noticeably more determined.

Rainbow Dash felt a weight in her heart, causing her to clutch at her chest. She looked up again, and saw a familiar shimmer in the mystery's figure's claw.

"Whatever it is, its got my Element!" Rainbow Dash exclaimed.

The figure flew towards them, fascinated and intimidated by the Autobots. "Missstresss sssaid nothing of ponies having metal giantsss for proteccction!"

As was his talent, Optimus took command of the situation. If Autobots could have Cutie Marks, his would no doubt one representative of leadership. Or perhaps altruism. He pointed at the figure. "Please, introduce yourself, and explain what is you intend do with the Element of Loyalty." Optimus brought his arm in front of his chest and bowed. "If you are troubled, we would be more than willing to aid in your plight."

The demon held the Element possessively in her claws. "Claimed Element for my misstress!"

Optimus stared at her with a bored expression, not very keen on the idea of his educational trip taking a back seat so they could fight. But if he and his Autobots had to fight to keep the Element where it belonged, then fight they shall!

"We came here for an educational trip..." Ratchet gritted, turning his arms into blades. "But please, allow us to teach you a lesson!"

"Something to end the boredom!" Bulkhead exclaimed happily, priming his blaster. The Autobots opened fire on the thief, firing a barrage of blue plasma energy at her. She nimbly moved left and right to dodge their lasers, knowing she didn't want to be touched by them. She shrieked, and her shrieked echoed like a falcon's caw, before she threw a green fireball into Optimus' eyeball.

"Agh!" Optimus came as close as he would allow himself to scream in pain, stepping backwards as he covered his now burnt optic. He would not allow himself to be seen as weak, yet, there was no denying he just took a fireball to his eye.

"Optimus!" Arcee yelped.

"I've got him!" Ratchet declared, grabbing Optimus and holding him steady with his arms. Ratchet pulled out a small blue-tipped device from whatever pocket of subspace Cybertronians kept their on person belongings, and raised it to Optimus' face. Ratchet brushed Optimus' hand off his face and clicked the device, waving at Optimus' smoking optic. "Follow the light."

The shrouded figure dived downwards and flew inside the Crystal Palace, baring her claws to scare anypony in her way into backing off as she ran through and tore the door open.

"Oh no you don't!" Rainbow Dash snarled, galloping after the crook. "Come on, Arcee!"

Arcee nodded, and transformed into her motorcycle vehicular mode. She was the only Autobot small enough to fit inside through the door. Rainbow Dash, even though she preferred flying, leaped up into the air and somersaulted onto Arcee's seat and wrapped the ankles of her hooves around Arcee's handlebars.

"Please be careful not to break anything of value while you're in there!" Cadence screamed after them with concern.

"Yeah, yeah."

"We'll do our best, Your Majesty!"

"Are you sure you don't want us with you!?" Twilight shouted in addition.

Rainbow Dash waved a hoof. "We'll be fine! You stay here and finish up the tour! Arcee and I can handle this on our own!"

Bulkhead grumbled about them getting to leave the tour early, while the rest of them had to stay here and slog through the experience he found most boring.

"Are you sure about that, Rainbow Dash?" Arcee understandably inquired.

"I'm sure I can." Rainbow answered, self-sure of herself. "Are you?"

"Is that a _challenge?_"

Rainbow Dash grinned, and revved Arcee's handlebars. Arcee sped through the straight, rocketing straight into the open door, startling a poor Crystal Pony waiter who had been on the other side who had just been scared by thief flying ahead of them.

"Is- is it legal to bring an Autobot inside here?" The waiter wondered aloud.

The flying thief looked over her shoulder at her pursuers, and flew up the nearest set of complex Crystal stairs. Arcee popped her blasters out from the sides of her vehicle modes and opened fire. A stray laser not only the missed the thief, but also blasted an expensive looking decorated vase off its pedestal, where it fell to the floor and shattered.

"Aw, shoot!" Rainbow Dash grimaced. "Cadence asked us not to destroy anything of value!"

"Well, in that case, you're fine." A passer Crystal Pony civilian assured them. "That vase didn't mean anything."

"Really?"

"No. It's that dusty, old, broken one over that has irreplaceable sentimental value." The civilian pointed at another pedestal where a much less nicer looking dusty brown vase lay. "Oh, and that thing you were chasing is still going up the stairs."

Rainbow Dash looked up, and the thief was standing there at the top of the stairs, taunting them by twirling the Element in her claws.

"Can't get up the ssstairs with that pieecce of metal you have there, can you?" The thief taunted, a wicked smile showing from her hood.

Rainbow Dash bared her teeth and snarled. She revved Arcee up a little more. Arcee's engine growled, like itself was angered at the thief's arrogance, even though it was an inanimate object inside an animate machine.

Popping a wheelie, Rainbow Dash and Arcee jumped onto the guide rail of the stairs and accelerated towards the thief. The thief's eyes widened, and she quickly turned her tail to them and fled, flying further up the next set of stairs. Rainbow Dash and Arcee continued their pursuit up those stairs, gliding on the guide rail again. They continued this pattern of the thief flying over the stairs and Arcee driving the guide rails until they reached the second highest level of the palace, where the thief suddenly turned into a hallway.

Arcee accelerated after her, refusing to relent on their chase until they had caught the suspect and retrieved their rightful belongings from her.

The thief stopped and turned, opening a door and closing it behind her as she entered the room. Arcee swerved around the hallway, her tires leaving skid marks all along the beautifully carved hallway. She didn't have the time to mourn the defilement though, and she charged through the door, throwing it off its hinges.

Inside the dimly lit closet room, they could make out the thief standing in front of a large mirror. The thief noticed them, and waved the Element at them mockingly. Arcee fired her blaster at the thief's head, narrowly missing her face, but burning her hood up. The light from the laser allowed them but a fleeting glance at her face, but it was enough to make out. She had light red skin, not like a human. More like a demon. Of course, her hair being black fire and her eyes being green irises inside black holes in her head help seal the deal.

Taking a moment to recover from nearly having her face burned off by a laser, she waved at them again and jumped into the mirror, which shimmered at her touch and rippled like water being disturbed by children throwing rocks across its surface.

Undaunted, Arcee revved herself and charged through the mirror with no visible trace of fear.

Going through the obviously magical mirror wasn't an unfamiliar feeling. It was kind of like going through the Autobots' GroundBridge system, meant to warp the Autobot militias quickly from one area to another. Rainbow Dash and Arcee quickly figured that since it felt like a GroundBridge, it must have done the same as a GroundBridge, only with Equestrian magic instead of Cybertronian science.

Coming out on the other side, Rainbow Dash briefly caught a glimpse of a closet room near identical to the one they just left, only oriented in the opposite direction. It was only a glimpse, though, as Arcee charged ahead and tackled through the closet door.

Rainbow Dash barely registered what was in front of and around them, and Arcee could barely do the same in time to her breaks and avoid a tragedy. The inertia of the abrupt stop threw Rainbow Dash forward, slamming her chest into Arcee's windshield. "Oof!"

Recovering quickly enough, Rainbow Dash pushed herself up to take in her surroundings. The first thing she noticed was that she appeared to be in a school hallway, with lockers and teenaged humans looking at her oddly. The second thing she noticed was that right before them was some sort of human with discolored skin and hair that made her think of Snips, a young foal back on her home world with Snips' Cutie Mark realized as a tattoo on his cheek, stuck between Arcee and a locker. If Arcee had stopped a split-second later, this human Snips would've been a nice gore-tastic decoration on those lockers by now.

"Ah!" The human threw his hands in the air, yelling and pleading for his life in a voice that sounded just like Snips.

"What the...?" Rainbow Dash oohed, looking around and seeing a variety of students that had the same resemblance to ponies she knew as this Snips look-alike did.

Arcee accentuated the positives of their situation."Well, we've gone through a magical mirror that leads to an alternate world, we have no idea where we are, and it looks like we're about to run over and murder a high school student. Any more brilliant ideas?"

"Yeah." Dash nodded. "A few."

Arcee sighed, the Autobot logo on her HUD contorting to make an expression. "I was afraid you'd say that."

Rainbow Dash turned Arcee's handlebars to the right, towards the school exit. She revved Arcee's engine as a warning to the assembled crowd of students. "Move or lose it, people! ...And by it, I mean your legs!"

The students stared, not understanding what she meant.

"Cause-Cause I'm gonna run over them if you don't wise up and get out of my way." Dash clarified, her pride deflating almost painfully as she spoke. "N-no? Okay."

Raising Arcee's front into the air to give the students' one last warning to get the scrap of their way, Arcee made a noise that was more a like horse's whinny than any sound Rainbow Dash herself had ever made, and they bolted for the entrance. The students around finally got that this wasn't a game and flattened themselves against the lockers.

Arcee burst through the door, the school-quality glass and wood no match for her alien steel.

"Scrap!" Arcee swore.

"What?"

"Rainbow Dash, you are about to discover why a school entrance is a motorcycle's worst enemy."

Rainbow Dash paused for thought. "Teachers on the other side?"

"No. Stairs!"

As soon Arcee answered Dash's question, Arcee reached the dreaded outside stairs and began to spin out of control, her metals flying off in scrapes as she swirled down from one flight of stairs to the another. The world around them turned into constantly roving seizure-inducing blurs of color. Rainbow Dash's teeth chattered, imagining she'd be thrown off Arcee's seat and crushed under the toppled over Autobot's vehicle mode, turning them both into bloody messes.

Sparks flew off the bike until she finally skidded to a halt at the bottom of the stairs. Rainbow Dash and Arcee both released deep breaths when they stopped, realizing they survived that experience.

Rainbow Dash carefully stepped off Arcee's seat and rubbed her head. "Whew! That was something."

"Whoa!"

Rainbow Dash turned around to meet not just another two humans with the same skin discolorations as that Snips clone, but one of them looked like herself, rainbow mane, er, hair, and all! She was wearing a leather coat and a skirt over some slacks. The other one had a skin color that was more normal for humans, and long hair with alternating red and yellow in it, like the shimmering of a fading sunset into the horizon. She was clutching a book in her arms and shivering fearfully.

"That was awesome!" her human counterpart exclaimed. "You just came flying out of the school on that motorcycle, and you look like me as some sort of horse!"

Rainbow Dash squinted at her, not trusting anything around her. "Watch it, pal." She raised her hoof to show she was willing to fight at the drop of a dime if provoked. "From where I'm standing, you look like me as a human!"

"Excuse you!" Somepony shouted at them.

"Uh-oh." The Dash look-alike muttered. "That's Vice-Principal Luna, and boy, does she looked _ticked!_"

Rainbow Dash looked up the stairs, not believing it. But amidst the skids mark Arcee left behind from their mishap, a very angry woman with skin like Luna's coat, and the same billowing mane of stars dressed up in a snazzy business suit was stomping down the stairs towards them. She had the same stern, disapproving glare as the Night Princess Dash knew.

"Princess Luna?" Dash questioned.

"Vice-_Principal _Luna." Principal Luna corrected. "And you! You think just because you're some sort of- talking horse you can take your bicycle and run rampant through the school grounds?"

"No." Dash answered starkly. "I think I can take my _Autobot_ and run rampant because we're chasing a thief who stole something very important to me and we have _no idea where in_ The Pit _we are!_"

"Do your parents know where you are and what you've been up to?" Principal Luna grilled her.

"I live on my own...?" Rainbow Dash confusedly answered, everything about this confrontation being just too weird for her.

"Hmph." The human Luna seemed unconcerned by Rainbow's confusion. She grabbed one of Arcee's handles. "I'm confiscating your motorcycle. Maybe it will teach you some responsibility."

"Oi oi oi hey!" Arcee jerked her front, yanking the handlebar out of Principal Luna's hand. "I don't like ponies I don't know touching the leather."

Luna glared at Arcee, then to Rainbow Dash, who only chuckled nervously.

"Very funny." Luna quipped. She applied her hand to Dash's chest and pushed Rainbow Dash away from Arcee so she could investigate it. "What do you have here?" Luna bent over to examine the bike. "A recorder? GPS?"

Arcee had enough of the Principal's touchy-feeling, and converted to her robot mode, slamming her fist into the ground behind the Principal, alarming the school officer.

"Giant transforming robot." Rainbow Dash haughtily informed the Principal.

"Look," Arcee said, fed up with the Principal's high horse . "We are looking for a thief, and I'm not talking some petty mugger who took off with our purse. I'm sorry about your school damage, but either help us figure out where that thief went..." Arcee reverted back to her vehicular mode and growled. "Or back off."

Principal Luna narrowed her eyes. "You two aren't from around here, are you?"

Arcee and Rainbow Dash did a collective roll of the optics. "Gee, whatever gave you that idea?" Rainbow Dash said dryly.

Luna clapped her hands, making a sharp noise that caught attention, and turning to the other humans next to them. "Roxanne! Sunset Shimmer!"

The addressed humans saluted. "Yes, ma'am!"

"Y-y-yes, Vice-P-Principal?" The one Dash figured was Sunset Shimmer stuttered. Dash was eerily reminded of Fluttershy's behavior.

"As you two seem so impressed by their wild-riding, you can take this pony and her..." The Principal hesitated, as if unsure she should use the name Rainbow Dash had. "Autobot and show them how life is around here. You two can stay with Sunset Shimmer while you work on finding your thief."

The Principal raised a finger at them.

"And if I catch you breaking rules again, there will be consequences, attendance or not!"

She turned and stormed off towards the school, rubbing her head and muttering about how much it would cost to get the skid marks on the stairs removed.

"Awesome!" Roxanne swung her fist through the air. "Looks like you're bunking with us for awhile!"

"I-if t-that's okay..." Sunset Shimmer muttered.

"No, not awesome!" Arcee snapped. "Every minute we've spent here is more the thief had to get away!"

"Arcee," Rainbow Dash wrapped a hoof around Arcee's handlebars comfortingly. "She's probably gone by now anyway."

Arcee made an indistinct noise of frustration, before resigning herself to the fact Rainbow Dash was right.

"S-so, uh." Sunset Shimmer stuttered, constantly fiddling to keep her lone book from dropping. "Where are you from, and what are your names?"

"Rainbow Dash." Dash patted Arcee's seat. "And this is Arcee. I'm from Equestria. She's from Cybertron."

No one noticed Sunset's eyes widen the mention of Equestria, while Roxanne continued to be amazed. "Cool! So you're like aliens?"

Dash said nothing, only nodding with a self-satisfied smile, allowing Roxanne to be awed on her own merits.

"Suh-weet!" Roxanne turned to her companion Sunset. "Can you believe it, Sunset? Aliens, and they get to bunk with us!"

As they walked, Arcee couldn't help but notice that, even though they were humans, they had more a of a pony's reaction to things like aliens and transforming robots like herself. A human would panic and flail and struggle to come to terms with it, while a pony would just roll with it and see if they could make a new friend out of the deal. They dealt with things like dragons and manticores all the time, so alien robots from space? No big deal. Some of them waved to Sunset, and whispered about Rainbow Dash, but none of them commented on her out loud.

Rainbow Dash pushed Arcee to conserve on her Energon. They doubted the pony-humans here know of Energon and how to procure it, let alone convert it into a usable form for Arcee to use.

"Hey!" A male voice greeted. An attractive young man with spiky blue hair that made Rainbow think of a cartoon ran up to them. Sunset Shimmer dropped her shyness and lovingly hugged him. "How do you do, sweetie?"

"Just fine." Sunset answered. She cleared her throat. "Ahem..Rainbow Dash, Arcee, this is my boyfriend, Flash Sentry."

"Hmm. Nice to meet you." Rainbow Dash said without fanfare, not really interested in making friends right this instant.

"I'd love for you stay and get to know each other," Sunset said to her boyfriend. "But I'm sure Rainbow Dash and Arcee are tired from their trip here."

Dash missed, thinking Sunset's confidence was more just from having her boyfriend nearby, but Arcee began to be suspicious of Sunset's flip in behavior.

"Bye!" Sunset waved at Sentry as he left them, waving back.

"If you need me, I''ll be at my apartment!" Flash assured them. Once he was gone, Sunset's shyness returned in full.

"Well...l-let's get these two to our house, Roxanne." Sunset said to Roxanne.

After a long walk around to the town block, over and through sidewalks, they at last came upon a quaint little house. Its bricks were a mucky green color, and its shape indicated it was trying to be an older building from an older time, even though it was obviously built using modern construction techniques and equipment.

"I can't wait to introduce you to everyone!" Roxanne said, clapping her hands together. "I mean, Abigail is gonna flip out!"

"Abigail, huh..." Rainbow Dash noted, looking over the rooftops in vain hopes of catching sight of the mystery thief. Even the chance of finding the thief that easily, perhaps she could find a clue of some sort. A loose tail hair, a dropped piece of clothing, something!

Roxanne waltzed up and knocked on the door. "Hey! Hey, girls, come on out here, I want you to meet someone!"

After hearing her intention to introduce them to someone new, the door swung open rapidly.

"Where is she, where is she where is she!?" A high-pitched voice Rainbow thought she recognized squeaked.

"Is this her!?"

"Whoa!"

"The computer frag!?" Arcee swore, transforming automatically from fright and turned to face a human version of Pinkie, dressed in what else but a baker's uniform.

The human Pinkie was wowed by the sight of Arcee. "Are you a Transformer?"

Arcee laughed. "Well, that's the human word for it. I prefer "Autobot" - hey, how did you know?"

"She's Pinkie." Rainbow Dash concluded. "Don't try to question Pinkie, don't try to question her."

"My name's not Pinkie, it's Diane!"

Rainbow Dash winced, hearing Pinkie Pie's middle name. She knew Pinkie didn't like it when ponies used her middle name. Most ponies didn't like their middle name being used, but Pinkie, it reminded her tearfully of her old home on the rock farm.

More people came out of the house. Rainbow Dash counted Applejack's, Rarity's, and Fluttershy's counterpart in this bizarre alternate world amongst them. Rainbow unknowingly relaxed.

"Well, it's good to see Twilight doesn't have a counterpart among all of you!"

"Who's Twilight?"

Rainbow Dash's heart sank like a stone into the water of her stomach's natural acids. She hesitated, not wanting to face the reality of the possibility, then whipped around to see a girl with Twilight's hair colors and Cutie Mark on her cheek. Rainbow Dash pointed at her and blubbered, her mind unable to focus on anything except all the terrible things that would happen if her Twilight met this Twilight, as her Twilight had acquired an intense distaste for humans. She'd probably go on a rampage of some kind and burn every building in sight to the ground.

"Uh...Twilight is a friend of mine." Rainbow Dash answered. "You are?"

"Eve." Eve offered her hand for Rainbow Dash to shake. Rainbow Dash warily took it, giving a hoof-to-hand shake to the humanized form of her librarian friend.

"Where are you two from?"

"Equestria and Cybertron, respectively."

"Y-you're a-awfully big..." Fluttershy's human counterpart stammered at the sight of Arcee. "A-are we sure she won't hurt us?"

"You think _I'm _big?" Arcee questioned. "You should see the others."

"N-now, n-now, F-Flurrie..." Sunset Shimmer stuttered. "They've had a rough day. Something important was stolen from Rainbow Dash, they had narrowly avoided Principal Luna punishing them, and nearly ran over poor Snips..." Sunset sadly shook her head. "They need some space and some time to relax."

"O-oh, um, okay..." Flurrie mumbled. Rainbow Dash was amused at how similar Sunset and Flurrie seemed to be.

Seeing that she was too big to fit into the house, even in her motorcycle mode, Eve invited Rainbow Dash to park Arcee into their garage. Simply lying on her tailpipe inside the garage obviously did not sit well with Arcee, but she resigned herself to it, realizing she couldn't waste her Energon on things like pointless chit-chat with these human-pony hybrids until there were sure they could get some more fuel.

Sunset Shimmer walked Rainbow Dash inside the building. It was a sparsely decorated with green carpets and greenish-gray walls, but quite spacious home. They were introduced to Rarity's counterpart, Vanity who was quite interested at the prospect of having a pony counterpart, wondering if Rarity in that world was as 'fabulous' as in this one. Rainbow Dash assured her they were equals in the fabulosity department, though Vanity said Arcee was 'an unflattering shade of dark blue' for Rainbow Dash. After getting her accustomed to the layout of the house and maneuvering inside a human home, Sunset Shimmer brought Rainbow Dash to a flat room with a pile of carpets and rugs on it, a pillow lying ahead of them.

"This is your...bed." Sunset admitted. "I'm sorry it's not as good as it could be. I didn't have much time."

Rainbow Dash felt bad that Sunset was beating herself up over it so much. "Hey." Dash put a hoof on Sunset's shoulder. "It's fine." Rainbow Dash remembered back when she had to sleep on a pile of hay in a demeaning horse's stable in the Auto-base. While far from a 5-star hotel suite with room service, it was definitely an improvement over a stable.

Throughout the day, Sunset helped Rainbow Dash and her human friends open to each other. They sat the table and exchanged stories from their different worlds with one another. The humans seemed quite impressed by how causally Rainbow Dash described the difficulties of making tornadoes in Equestria happen, and happen on time, and were quite confused when Dash described Twilight's hatred for them.

"-Yeah, if Twilight found out about you, Eve, she'd probably slag you on the spot."

"Slag?" Eve questioned.

Vanity gasped. "Why, that means-"

"Something completely different to Cybertronians!" Rainbow Dash quickly told them, having experienced the difference between the same word having different meanings to humans and Cybertronians before. "It basically means she'd tear you apart limb from limb."

"Oh my." Sunset and Flurrie stammered in unison.

"What happened to make her hate humans so much?"

Rainbow Dash looked down, bottle of clear soda Sunset so graciously offered her hung loosely in her fetlock. "A...bunch of things."

Before long, it was evening, and Sunset was ushering Rainbow Dash into her excuse for a bed, as they had to get up in the morning and prepare for school, for Vice-Principal Luna would chew them out, give them detentions, and make them recite lectures for younger students. Rainbow Dash didn't like the sound of V.P Luna's methods of punishments. Princess Luna would have just chained them up and gave 'em a good lashing or two. Maybe a lightning bolt if they really botched something up.

Rainbow Dash stomped her hooves in place on the carpet bed, doing the animal thing of testing her place of rest out by stepping on it for any potential disturbances like weak snapping twigs or a shallow pit that was hidden by enticingly comfy looking leaves. Why she did this thing, when nothing that caused this kind of behavior in the wild could be found in Sunset Shimmer's carpet, she didn't know.

What she did know was that tomorrow, she and Arcee would be rested up and would tear the town upside down to find that weird...thing that stole her Element necklace.

In the garage, Arcee did the same as Rainbow Dash, falling into power-down with the thought of hunting down the thief ringing in her cranial module. But that night, something really strange happened.

Arcee had a dream, something she found quite odd. She didn't think Cybertronians could get proper organic 'dreams' _per se. _

_Hmm..._ feeling groggily conscious of the fact she was in a dream, Arcee raised her hands up to see them. Funny. _What do organics call this?_

When they're in a dream, but they know they're in a dream?

Her musing were cut short when she saw something in front of her. Rainbow Dash's Element, shining practically in front of her face, a white light bathing the necklace in radiance behind it.

_Rainbow's Element!_

Forgetting she was in a dream and that anything she did would have no lasting impact on the real world, Arcee reached out to snatch it for Rainbow Dash, having promised to get it back, only to feel a stinging pain in her servos.

_Aaaagh!_

Arcee held her hands out to see what wound had been inflicted on her. She was horrified to discover tat they were smoking, and slowly starting to melt, even though there was no heat source nearby strong enough to smelt Cybertronian mesh. Unless maybe it was the light from behind the Element?

_What's...happening...to me?_

Her hands began melting, their metal dripping off her wrists in heated, smoldering drips. But what happened next was even more bizarre than anything that happened, even more bizarre than a human Rainbow Dash, weirder than a she-demon stealing a priceless relic, was that as her hands continued to drip to the invisible void below her...revealed smaller _organic_ hands underneath. They were soft-looking, peachy pink, as well quite elongated with pointed nails.

Arcee couldn't have been happier to have woken up when she did. She was not interested in seeing where that dream was going to go, had its progress not been impeded. Blinking her optics open, Arcee found she didn't hear the usual sound of whirring whenever a robot moved any of their joints.

_Mmmh. That's strange..._ Arcee thought to herself. Her vision wasn't showing her vital signs and targeting systems. At first, she thought it would was just because her Energon had somehow gotten low despite all her efforts at conservation. If it was that, though, her UI interface would have shown that her Energon was low.

Twitching her fingers, Arcee began to worry a little, as she distinctly remembered being in vehicular mode when she powered off.

"Arcee!" Rainbow Dash's voice snapped with agitation, and she could hear Dash's footsteps thudding outside in the hallway and into the garage. "We have a problem!"

Arcee raised her hand to cover her eyes from the morning sunlight streaming in through the window. "Can't it wait five minutes, Rainbow Dash?" Arcee squinted through the solar rays in her face, and saw Roxanne standing over her. "Roxanne?"

"No." The woman standing over Arcee answered. She kicked Arcee in the side, sending the Autobot tumbling through the floor, making her vision turn upside down and up and down in a nauseating fashion until a desk stopped her rolling. Arcee was too stunned Roxanne/Rainbow had kicked her to realize that the impact of soft feet against her metal chassis had actually hurt.

Arcee pushed herself up and rubbed her head, having bumped it into the desk. She looked up and saw whoever it was bothering leaning down on her knees and glaring at her. "Your remember that problem I mentioned, like, two seconds and eight words ago?" She wiggled her hand.

"I don't see a problem-" Arcee raised her hand to show she didn't see anything wrong, but then she saw exactly what was wrong.

Her hand had been turned into the long, peachy-pink hand she had seen in her dream, covered with some sort of bike padding she presumed was meant to emulate her Cybertronian's form armor.

Looking down, she had her hands weren't the only thing to receive the treatment. Her chest was covered by a plate that was a separate piece from her chest, rather than being one whole part. There was a silver wrestling belt on her waist to replace the black parts between her abdomen and chest piece, and her entire lithe form was covered in bicycle gear and leather straps, including her head, which had a helmet on it she couldn't believe she hadn't noticed. Feeling around the helmet, she found it had two fins and a bejeweled crest like her Cybertronian head. She tried to adjust her shoulders, feeling a strange thing on her back- a heavily customized backpack to replace her shoulder wing-lets.

Sunset Shimmer and her gal pals were sitting at the table, enjoying breakfast, engaging in gossip about Flash Sentry, and just being teenage girls.

"Come on, Sunset!" Abigail teased, smiling deviously. "Tell us what the strangest thing Flash did for ya..."

"Oh, g-girls..." Sunset stuttered, waving her hand in front of her face to try to cool her forming blush. "That's n-not really my place to say..."

"Oh, pish-posh, darling. Did you make out in his car?"

Before Eve could scold Vanity about how this was a much larger invasion of privacy than anything Abigail had said, Arcee and Rainbow Dash came charging into the room. Arcee picked Sunset Shimmer up by the shoulders, lifting her up from her chair, before pinning her against the wall. Arcee was relived to discover she had some leftover Cybertronian strength. She was far from the toughest of Autobots, easily outclassed by most Wreckers or Dinobots, but translated into a human body, she was quite strong relatively.

"Arcee!" All the teens exclaimed in fright, partially at her being a human, mostly at her rough-handling of their friend.

"Talk!" Arcee growled at Sunset Shimmer, raising her fist to strike her. "What did you do!?"

"I-I-I d-d-don't...u-understand." Being pinned to the wall by a woman taller than she was made Sunset Shimmer stammer even more than usual.

"Don't play dumb with us!" Rainbow Dash shouted, slamming her new fists into the table, making the silverware clatter. The more tidy of the group tried to keep the china and glasses from falling off and shattering.

In Arcee's professional opinion, it was extremely irritating to have to explain to a suspect what they were being interrogated for, when they should know themselves, having done it. Sometimes it was necessary. "We're humans now. We weren't last night. The common separating factor...is you. So you know something, don't you?"

"I understand you're upset you somehow got turned to humans," Eve said, standing up, "but that's no reason to treat Sunset Shimmer like that-!"

Sunset raised her hand, no longer speaking timidly. "Actually, girls...if Arcee will let me down, I wouldn't mind telling Arcee and Rainbow Dash what I _do_ know. Alone."

Arcee raised an eyebrow.

The girls around exchanged a bout of worried glances, thinking that left alone, Arcee would probably get in more punches than answers from Sunset Shimmer, but conceding that Sunset was their leader, more or less, they all got up and left the room.

Arcee slowly dragged Sunset down from the wall until her feet were touching the ground, making sure to emphasize with her grip that while she may be a human now, there was no way that dampened her fighting instincts.

Sunset walked over to the table and scooted out a chair, waving for Arcee and Dash to sit as well. Arcee and Dash did so hesitantly, not entirely sure to trust Sunset after their conversion.

Sunset sighed and put a hand to her head. "I...I'm not sure what happened to you. I came here from Equestria as well."

Rainbow Dash and Arcee weren't expecting that.

"You're from Equestria? But you're a human!"

"So," Arcee sulked, crossing her arms. "Does that mean there are humans on Equestria?"

Sunset shook her head. "No. I was a pony. Unicorn, to be precise. One day, I stepped through the mirror, and I started...making friends." Sunset smiled. "Wonderful friends. I didn't want to leave them, so I stayed." Sunset pointed to the cup on Arcee's side of the table. It took Arcee a moment figure out what she meant, but she did and handed the cup to her. Sunset took a sip before resuming her story. "Over time, I turned into a human. My Cutie Mark went to my cheek. My mane turned into hair. My tail hairs fell out. My front hooves became atrophied stubs, before being atrophied stubs with lumps, before finally, turning into hands."

"Wait." Arcee pointed out. "You say it happened to you over time, but we changed overnight. How did that happen?"

Sunset shook her head again. "I don't know. I'm sorry. I'm so sorry..." Sunset collapsed into the table, covering her eyes with her arms, the former of which were becoming soggy. "_I wish I could do more to help!_" She wailed, her voice breaking as it entered high pitches that would cause most animals discomfort.

Rainbow Dash and Arcee looked to each other, at a loss for any potential words of comfort to Sunset. Arcee's frustration with Sunset faded substantially at Sunset's story, and her frustration at being helpless to help them.

After giving Sunset some time to empty her tear ducts, Sunset walked them to the bathroom to look at themselves in the mirror and help get more accustomed to their human forms.

Looking at her human form, Arcee came to a conclusion she was grateful for; however she had been … transmogrified, it made her new human body correspond to her Cybertronian age, rather than her human equivalent. She appeared to be a woman who was more or less V.P Luna's age, her Cybertronian age. Her equivalent in human years would have made her body too old to move. In place of a Cutie Mark, she had an Autobot insignia tattooed to her cheek.

Arcee rubbed at her fleshy eyeballs. "So this is what having actual eyelids feels like..."

Rainbow Dash, meanwhile, was a carbon copy of Roxanne. Rainbow Dash, looking at herself in the mirror, whimpered, feeling the need to walk on all four of her hooves, yet knowing she didn't have hooves any more. She gave in to her natural instinct and dropped to the floor, walking around on her hand and knees like young human children did when they pretended to be dogs.

"Nnnnngh!" Rainbow Dash squealed, trying to reach her leg over and scratch her ear like it was still a _hind _leg.

"Um..." Rainbow Dash and Arcee caught sight as Sunset Shimmer appeared in the mirror, holding up a small bottle of lavender something. They turned away from the reflection to look at the real Sunset.

"Make-up?"

Rainbow Dash was instantly against this idea, but Arcee had no familiarity with the idea, so her curiosity was provoked.

"_No!_"

"Wait a minute..." Arcee took the bottle and examined it. "What does it do?"

"Do? Uh, well, it's, uh...it's make-up. You put it on on your face."

Arcee nodded for Sunset to continue. "And?"

"And? Well, that's-that's it. You put on your face and it makes you look pretty."

"That's _it!?_" Arcee exclaimed, holding the vial tightly, in disbelief such a useless device could even exist. She knew humans sometimes made products of questionable worth, but this was a bit much.

Rainbow Dash scratched her head, wondering how to put it into Cybertronian terms. "Think of it like getting a new paint job on your chassis to attract a passing mech, Arcee."

Arcee raised her eyebrow at Rainbow Dash, understanding the make-up's purpose, but still questioning its functional value. She tossed the vial back to Sunset Shimmer before turning back to the mirror. For a minute, Arcee realized that while she had been more 'nerfed' from her transformation into a human, Rainbow Dash had it worse than her. At least Arcee had some understanding of how to operate a two-legged body. Rainbow Dash walked on four legs before this morning.

Sunset Shimmer draped one of her arms around each of their shoulders, giving them an inviting smile. "How about we take you out to understand what being a human is like?"

"Only if we look for clues for where that she-thing went while we're at it." Arcee growled. She wanted to catch that thief, and make her pay for being the catalyst that kicked this adventure off.

"Don't worry, we'll find her." Sunset assured her.

"Hey..." Rainbow Dash began to pick up on Sunset's change in demeanor. "You're not stammering or stuttering anymore! At all!"

Sunset giggled, something Arcee couldn't deny she found cute. "Well... what you two need right now is a friend who understands what you're going through, and like it or not, that's me."

"Hold on." Arcee raised a finger. "Do we even know if this is permanent?"

"Well, I still know a few spells..." Sunset murmured. "I think we can work on undoing it after we get your Element back."

"Wha- we never told you what it was!" Arcee snapped, suspicious roused.

"Well, she did say she's from Equestria." Rainbow Dash reminded her, gesturing with her hand. The inexperience she had with standing on two legs made her fall over after doing so.

"Come on, come on!" Sunset squeezed their shoulders, excitement at teaching Rainbow Dash and Arcee how to be humans showing through like a burnt ant on a UV lamp bulb. "Let's go!"

Sunset began ushering them out the door before they could protest. Once they got the doorway, Sunset shouted a brief summary of events to her friends.

"It's okay, girls! Just a little misunderstanding. I'm taking Arcee and Dash out for a good time!"

Arcee turned her head away and grumbled. Having a good time was the last thing on her mind. She wanted to find that thief, and she wanted to beat somepony over the head. Sunset didn't notice her discontent, and resumed pushing them out the door while her friends came of their hiding places to watch them go.

"Aww!" Vanity put her hands over her chest, cooing. "Sunset's finally opened up to them!"

"Yeah...now if they'll just do the same." Abigail muttered.

Suddenly their phone rang. After an exchange of confused words - "Who could that be?" "I wasn't expecting anyone to call" - Roxanne walked over to the table and picked it up, slumping her arm against the wall as she put the phone to her ear.

"Roxanne and friends. Can I help you?"

The other girls watched with bated breath as a long moment of silence passed, punctuated only by the indistinct chattering coming of the other line.

"What!?" Roxanne snarled, slamming her fist into the table. "You-! How did you screw this up!?" Roxanne shook her head and sighed. "It doesn't matter now. Listen, she's out right now with those two. Knowing her, it'll be either getting their nails done or getting ice cream."

Roxanne took the phone away from her ear. She didn't need it to be that close for what she was about to scream at the caller.

"_Get out there and fix your mess!_"

Roxanne slammed the phone into its charger, huffing and rubbed her temples. She whipped out her cell phone and began to dial a number.

* * *

Roxanne, whoever she had been talking to, was absolutely right abot Sunset. Sunset quickly realized, given their reaction to make-up at her home, talking Rainbow Dash and Arcee into getting their nails done would be a fruitless endeavor. So she took them instead to the nearest passing ice cream truck, meaning for them to gorge until they had aches in their stomachs and heads.

"Ooh! Now this I like!" Rainbow Dash rubbed her hands together, already knowing what ice cream was from outings with Scootaloo. Arcee wasn't as excited, not knowing the purpose the cow-colored truck they were approaching.

"I don't get it. We're...here for a cow-truck?"

Sunset giggled at her lack of knowledge. "It's an ice cream truck. You get ice cream from it."

"And then?"

"You eat it."

"Oh. I think I understand..."

Sunset breezily walked up to the truck and knocked on the window shutters. The shutters instantly pulled up, revealing what Rainbow Dash recognized as Donut Joe in human form. Would that make him Ice Cream Joe?

"Heey, Sunset Shimmer!" Joe whistled. "How's everyone's favorite organizer today, eh?"

"Fine." Sunset answered, reaching into her pocket and pulling a plastic card while she rested her elbow on the windowsill. "Two ice creams from my friends here."

"Oh!" Joe squealed. "New friends? Names?"

"Arcee and Rainbow Dash."

"Rainbow Dash and Arcee." Rainbow Dash corrected. Arcee scoffed at Dash's ego.

"Those are funny names..." Joe muttered.

Sunset smiled, looking at them charmingly. "They're...not from around here."

"So, two ice creams huh? What flavor?"

"Chocolate." Sunset guessed using her knowledge of Roxanne's taste, pointing at Rainbow Dash. Dash nodded, confirming they were one and the same. "And...let's go with chocolate mint swirl for Arcee."

"Uh. Sunset, are you sure that's a good idea?" Rainbow Dash asked. "There's ice cream on Equestria, but Arcee wasn't even an organic."

"Yep!" Sunset assured her. "This could be a once in lifetime opportunity for her, Dash! I'm not going to let it go to waste by getting her something plain and flavorless like vanilla."

"Oh..." Rainbow Dash nodded, totally respecting Sunset's motives. "Okay! That's...actually pretty rocking of you, Sunny." Sunset giggled at her new nickname.

"That'll be 4. 56." Joe informed Sunset as he handed her two ice cream cones. Sunset took them into her hand, passed them to Dash and Arcee, and then flippantly offered Joe the card she pulled out. Joe took it and slid it through the cash register. The register produced a ding in response and spat out Sunset's receipt.

"What's that?" Dash asked, pointing to the card as Joe handed it back. "Doesn't look like a bit or paper money..."

Sunset looked horrified. "Wha-really, Rainbow Dash? All these years, and Equestria still hasn't invented credit cards? I swear..." Sunset shook her head. "How do you ponies last this long?"

"Sheer determination and dumb luck!" Dash answered proudly, beating her hand against her chest. Unfortunately, it was the hand with her ice cream, causing it to splatter against her clothes and give her a shiver. "Egu!"

Arcee looked at her ice cream curiously as though it were a poison of some kind. "Hmmm."

"Go on, Arcee. Just lick it."

"Lick it?"

"Use your tongue...you do know what a tongue is don't you? It's in your mouth..."

Arcee tried to feel around her mouth to gauge where this 'tongue' was. After a minute, she realized the piece of saliva-coated muscle that she was moving to find her tongue _was _her tongue. Once she got the hang of using it, she stuck her tongue out and hesitated about putting to her ice cream, despite Sunset Shimmer's encouragement.

"Go on, go on! Taste it! _Taste it, Arcee!_" For a moment, Rainbow Dash thought Sunset was getting carried away, only to find herself doing the same, pumping her fists into the air and chanting like a cheerleader.

"Taste it! Taste it! Taste it!"

Finally, after a few more rounds of cheering, Arcee took the plunge, closed her eyes, and moved her head forward, putting her tongue to her ice cream. Her eyes went wide open as she realized that whatever this ice cream thing was, it was not going to kill her slowly. She eventually began to get the grasp of the idea, licking it multiple times in a row before withdrawing her tongue and swallowing what it had gathered.

"Yes!" Sunset pumped her fist in the air and offered to Rainbow Dash for a fist bump.

"So, Sunset..." Rainbow Dash said as they watched Arcee come to grips with enjoying her ice cream. "Why does Joe like you so much?"

Sunset laughed airily. "Uh, funny story, actually. Everyone likes me." Sunset smirked. "I'm very well-known and well-liked in our community."

Rainbow Dash's eyebrow raised. "Really? How did that happen?"

"Oh, you know, same old, same old..." Sunset waved her hand through the air. "You helped a friend with a favor, and then she recommends you to her friend, who recommends you to her friend, and before you know it, you're on the school board, the town council, and are a junior headmistress of the local girl scouts."

Dash's jaw dropped. "When do you get time to sleep!?"

Sunset threw her hands into the air, her beaming smile never faltering. "I don't know, but somehow I manage!"

An annoying beeping came out of Sunset's pocket.

Sunset raised a finger at Dash and smiled forcefully. "Excuse me, I have to take this." She reached into her pocket and pulled out her cell-phone. The cell-phone had been customized to her, being orange with a nice bright rendition of her Cutie Mark on it.

"Yes, this is Sunset Shimmer." Sunset turned away from Dash and spoke in a hushed voice. Dash thought it was a little weird, but she had no reason to accuse Sunset of anything. She had been nothing but helpful.

"You what!? Arg, okay, just- I know you did, or they wouldn't be here!" Sunset grasped at her forehead with her palm, messaging herself to keep from losing her temper. "Just meet me at the school later this afternoon, okay?" Sunset closed the phone and muttered angrily to herself. "Dunderhead! Why must I do everything myself?" She turned back to Rainbow Dash, resuming her cheerful demeanor on the dime. "So sorry about that."

"It's cool."

Arcee finished her mint ice cream. Once she did, she held the cone in her hand, confused as to what to do with it. Sunset grabbed Arcee's hand and lowed the cone to her mouth. Sunset took a bite out of it to show Arcee what to do, before letting Arcee's hand go. Arcee followed her tutorial, and the cone was soon gone from her hands. Arcee rubbed said hands together to clear them of crumbs, and placed her hands on her hips.

"So we did that." Arcee turned around and began to stomp off. "Now, let's go find something to track down the thief. We already wasted enough time...ahh!" Arcee fell to her knees on the grass, clutching at her thighs.

"Arcee!" Rainbow Dash and Sunset rushed over to their fallen friend, picking her up by the shoulders.

"Are you all right?"

"Can you tell us what happened?"

"I don't know." Arcee admitted. "I was just walking, and of a sudden, I had a weird tingle in between my thighs..." Arcee's hand trailed down to her thigh, feeling around for any sort of disturbance. She grimaced and started jumping up and down, legs crossed. "And it's still there!"

Rainbow Dash started trying to comfort her, while Sunset examined her motions curiously. "Don't worry, Arcee! We're gonna get you through this!"

"Arcee..." Sunset asked. "Do you feel...uncomfortable?"

"YES!"

"Okay, just checking before I said anything."

"What!?" Dash yelped. "What were you going to say?"

"Well..." Sunset raised her hands out for them to be calm. "Try not to panic on me, but I think...I think you need to use the bathroom, Arcee."

"Great!" Arcee said, voice dry from all the sarcasm dripping off it. "How do I do that? And more importantly, where do we find one? This isn't going to be one of those 'prove your inner worth' quests, is it?"

Sunset chuckled. "No, no." Sunset pointed at house down the street. "Come on. Flash Sentry's house is right over there. I'm sure he won't mind if we visit and ask to use his."

"Don't worry, Arcee!" Rainbow Dash yelled, holding Arcee's shoulders tightly. "It's gonna be okay, solider!"

"Rainbow Dash, she just needs to go to the bathroom. It's not like she's giving birth or something."

Rainbow Dash smiled bashfully and took her palms off Arcee's shoulders. "I know that."

Rainbow Dash and Sunset kept Arcee steady on her one foot as they walked her towards Flash Sentry's house down the block. Sunset knocked on the door, and Flash Sentry opened it.

"Oh! Hey, sweetheart." Flash whispered at Sunset. "Who are your new friends?"

"You've met them already. Um, can we use your bathroom?"

"Of course." Flash moved to let them in. Flash noticed Sunset was staying with Arcee as they approached his bathroom down the hall. "Um, Sunset? Aren't you gonna let her go in peace?"

"She's...never used a toilet before."

Flash blinked, trying to figure out how that worked. An adult woman, who's never used a bathroom?

"I used to be a robot before I woke up in Sunset's garage!" Arcee quickly informed, wanting to let him know there was nothing out of the ordinary going on that was the cause of her ignorance. Like robots being turned into humans in his girlfriend's garage. That was fine, that was perfectly normal.

"You know, that makes me think..." Sunset muttered while Arcee went into the room. "Sure you don't need to go while we're here, Rainbow Dash?"

"Uh...well, I've used a bathroom before, but not a human one." Dash muttered.

"Right." Sunset closed the door.

Flash Sentry and Rainbow Dash stood there in awkward silence. For Flash, it was weird that his girlfriend was teaching a grown woman how to use a latrine in his house. For Dash, she just didn't know what to say to him.

"You're...handsome, I guess." Dash muttered.

"Easy, tiger." Flash held his hands out in a stop sign. "I'm spoken for."

"Yeah, so am I...just trying to make small talk."

Flash perked up. "Oh? Have a boyfriend back home?"

"Uh, yeah. Well, not really. It's a long-distance relationship."

"Oh, man! I know those can be tough, dude. Hang in there! What's he like?"

"He's a horse." Dash's answer was flat.

Flash blinked again. "Like, from Equestria?"

"Oh, no, no, he's a human-bred – hey, how do you know about Equestria?" Rainbow Dash pointed her finger at him, not in the mood for riddles and suspicious of who and what Sunset Shimmer told.

"Easy, easy." Flash tried to calm her. "Sunset tells all her closest friends about it. Eve, Abigail, Roxanne...me and them are the only ones that know. I guess you do too, huh?"

"Yeah..." Dash muttered, arms crossed. "I came from the same place."

"Really? Cool! Has it changed much since Sunset was there? I know she's been gone for a really long time..."

"Couldn't tell ya." Rainbow Dash answered, deciding to claim Flash's living room house. Flash anxiously sat down next to her, his hands on his knees.

"She misses it sometimes." Flash said suddenly, startling Rainbow Dash. "She says she doesn't want to leave her friends here, but late at night, I see her looking into my mirror and murmuring things."

"Mm. Make out anything interesting? Any names, or...?"

Flash raised his hand. "Actually, that you mention it, yeah. There's this one name. Whenever she says it, she sounds really sad about it, or angry. She flip-flops."

"Women are complicated." Rainbow Dash said flatly.

Flash was amused. "Ha! You would know, wouldn't you?"

"I always thought myself as one of the boys." Dash retorted to him sharply. "You said there was a name. What was it?"

Flash opened his mouth to answer, but before he could, they heard the sounds of the latrine flushing.

"Okay, now what?" They heard Arcee questioning.

"Now, you take this and...no, no. Arcee, I understand eating is a new and strange experience to you, but we don't eat the toilet paper."

"Oh, good! It tastes terrible."

Rainbow Dash and Flash Sentry were fairly confident the exasperated _thwack_ they heard was the sound of Sunset burying her face into her palm.

"Okay, now we do that...all right, now just do what I did, but in reverse...okay. Good, good. Make sure you use the hot water...yay! You did it, Arcee! You have officially used the bathroom!"

"Officially? Do I get a certificate or something?"

Mercifully, the bathroom door opened.

Rainbow Dash slapped herself on the knees as she got up. "Okay! I think I'll go too, just to be on the safe side."

Sunset put her fingers together, her caring concern and limitless generosity showing in her eyes. "Will you be okay? Or do you want me to help you too?"

"I'll be fine..." Dash assured her with a causal wave. "I understand clothes, and I understand toilets. I should be good to go."

Dash went into the bathroom and closed the door. While in there, she mused on how similar Sunset Shimmer and Fluttershy seemed to be, while counting off the differences in their heads. Both of them were incredibly shy, yet quite open once they got to know you. Fluttershy cared for everypony, so did Sunset. Fluttershy...loved animals. Dash didn't know if Sunset loved animals, too, but it wouldn't surprise her at this point.

Yet, there was also the difference between them. Sunset was bold, always pursuing new goals (like making sure Arcee had a good flavor for her first time eating ice cream) while Fluttershy was tame and passive.

Rainbow Dash came out of the bathroom, and she felt like she arrived just before a fight was about to start.

"Can we finally look for something to find that thief with now?" Arcee growled. It was obvious from her body language she was getting impatient.

"Yes." Sunset Shimmer assured her with a nod. "Wait!" Sunset held up her finger. "I'm thinking...we should go to the school."

Arcee scoffed, rolling her eyes. "So that Princess Luna knock-off can keep trying rip me a new tailpipe? Thanks, but no thanks."

"Now, now, hang on." Sunset spoke reassuringly. "I've got a good gut feeling about this."

"Gut feeling?" Arcee snarled, leaning down to intimidate Sunset. "Listen, I don't need your gut feelings; I need something to find out where that thing might have hid Rainbow Dash's Element!"

"Uh, Arcee?" Flash Sentry hesitated to speak, as he knew it was dangerous to voice his thoughts in the presence of an angered woman. "Usually, when Sunset Shimmer gets a gut feeling, they're pretty spot-on."

"Spot-on?" Arcee glared at him. "You don't know the meaning of word." She turned back to Sunset Shimmer. "Do you know what I am, Sunset Shimmer? I'm a Sniper. You know what that means? It means either you help me get a clear shot, or you get out of my way. And between the ice cream, coming here to see your boyfriend, it really doesn't seem like you're helping with the first one." Arcee narrowed her eyes to let her meaning sink in.

"Whoo!" Flash cheered. "Cat fight! Cat fight!"

"What!? Oh no no no no." Rainbow Dash shook her head at him. She needed to break any mention of that notion from him, or this could get real ugly real quick. "Flash, if this goes on, it's not gonna be a cat-fight, it's gonna be a curb-stomp."

Rainbow Dash tried to squeeze herself in and push Arcee and Sunset Shimmer away from each other before they went into blows.

"Hey, Arcee? Why don't we go into another room?" Rainbow Dash offered politely, taking her hand off Sunset and using it to push Arcee backwards.

Arcee continued glaring at Sunset Shimmer all the while, but she didn't try to resist Dash's pushing. Dash took her hands off Arcee once they were both comfortably inside another room, sealed off from both Sunset Shimmer and Flash Sentry. It would make sure that the lovely couple wasn't disturbed by any argument from Rainbow Dash and Arcee. That would be such a pity, to bring a downer on them so abruptly.

"Okay, Arcee..." Rainbow Dash turned upon closing the door. "What is going on? Sunset Shimmer's done nothing but help us!"

"You sure about that?" Arcee countered. "Going for the ice cream, having to stop here at her boyfriend's...it's just..." Arcee turned and began to pace around the room. She put her hands on her head. "I...aaaagh!" Arcee raised her hands to the air, clawing them in her frustration. "I want to help you get your Element back!"

"So do I!" Dash shouted. "But that doesn't mean you can just up and bully Sunset-"

Arcee cut her off. "I said I'd get it back for you, and I haven't. I feel...like I've let you down, and after letting two partners down, I'm not sure I could stand to do it to a third."

Rainbow Dash crossed her arms and glared back at Arcee with as much, if not more intent and force than Arcee had used on Sunset. "That's what this is about? You feel bad for letting me down?"

"Yes!" Arcee shrieked, still making motions and gestures like claws with her hands. "You default towards me more than the bots, so by process of elimination, that makes you, as far as 'the Autobot Pony Division' is concerned, my partner!"

"Jack is your partner too. You haven't let him down yet."

Arcee's eyes widened, and she blinked. For a second, Rainbow Dash thought she may have gone too far. Sure, she was all for dealing a low blow if it got what she wanted, but how low was too low? Before Dash could decided whether or not that warranted an apology, Arcee stood up tall.

"Don't remind me."

Rainbow Dash raised her finger to say something, but Arcee struck her along the cheek, knocking her to the floor. Arcee reached for the doorknob as causally as nothing happened. Dash was not cool with this. Hitting her was one thing, but playing it off? Not cool.

Dash leaped up and wrapped her arms around Arcee's legs. Arce looked down, snarled, and kicked her off with a single swing, sending her flying into a pile of cardboard boxes. She wasn't made of metal anymore, but she was still good with her legs.

"You want to fight?" Rainbow Dash barked as she pulled herself free of the cardboard. "Well, come on! Yaah!"

Rainbow Dash charged forward with arms outstretched, but Arcee had more experience fighting in a human(oid) form, and effortlessly disabled her with a punch to Rainbow's windpipe. Rainbow Dash fell to the ground, and this time, Dash decided she wasn't going to be stupid to get up and try that again.

"Want to try that again?" Arcee growled.

"Not really..." Rainbow Dash muttered.

Arcee swept her eyes over Rainbow Dash, then rolled said eyes with a frustrated noise. Arcee got down on the floor with Dash and gripped Rainbow Dash's shoulders. They locked eyes, but neither of them said anything.

"_Sorry._" Arcee spat out at last, and Rainbow Dash could tell she had been really struggling to force that binding gag of a word of her throat. "I just...when I think I've let my partner down in one way, my mind always starts to think about how I might let them down in other ways."

"Apology accepted." Rainbow Dash assured, putting her hand on Arcee's shoulders. "And you've never let me down. Granted, you're not nearly as awesome as I am-" Arcee chuckled. "But that's totally different." Dash clutched at her throat, wincing and speaking hoarsely, still recovering from the blow Arcee dealt her. "But seriously, though, let's not do that again?"

"Deal."

Arcee got to her feet, then helped Rainbow Dash up, before opening the door and returning to the living room, where Sunset was lying on top of Flash, muttering -presumably sweet- nothings to each other.

"I know, sweetie. I tried, but-"

"Hush!" Sunset instructed him as Dash and Arcee came into view. "Hello, girls! Got everything sorted out?"

"Yeah...and maybe a little more." Rainbow Dash said, looking to Arcee. Arcee rested her arm on the corner of the hallway.

"So, Sunset...I take it we're going back to school?"

* * *

Sunset and Flash Sentry were quite chipper on the group's way to the school. Flash excused himself, saying he needed to get his band practice, and ran ahead of them. Sunset quietly informed them of her intent to give them a proper welcome to the school.

Once they got there, they saw the skid marks Arcee had left behind when they arrived were still there on the stairs. Rainbow Dash a little embarrassed to see the destruction she had unwittingly caused was still there, while Arcee was uncaring to the sidewalk's distress.

"Huh." Sunset said. "Funny. Given what Vice-Principal Luna is like, I thought they would have been at least partway fixed." She walked ahead of Arcee and Dash towards the bottom of the stairs. She cleared her throat and put her hand on her chest. "Rainbow Dash. Arcee. Allow me, Sunset Shimmer, to officially welcome you to..."

Sunset Shimmer threw her hands up in the air like she proclaiming the presence of a god before them. Not that that would faze them any if she was.

"CANTERLOT HIGH!"

Neither Dash nor Arcee really understood her energetic announcement.

"It's a school." Arcee said plainly, tilting her head.

"Give me a C!" Sunset cheered, shaking her fists in the air and wiggling her rump. "Give me an 'A'! Give an 'N'!"

Sunset noticed the unamused looks Rainbow Dash and Arcee were giving her, and stopped her little chant while blushing shyly.

"What, are you on the cheerleader's committee too?" Rainbow Dash snarked.

"Well, I was, but I gave my position up so Vanity could have it." Sunset answered. Dash blinked in disbelief. "Come on." Sunset flexed her hand at them for them to follow as she climbed up the stairs. Arcee and Rainbow Dash looked at each other, shrugged, then marched up the stairs and into the building.

Right on the other side of the entrance, like, literally just as they entered, they saw Vice-Principal Luna again. She was scolding what must have been Snails' counterpart for something. Something stupid that he did, no doubt.

"Let's see if a few hours banging together erasers will make it stick that you shouldn't interfere with Chef Smith's cooking." Luna snarled at him, before noticing Sunset Shimmer and company entering the building. She turned to them with a self-satisfied smile. "Ah, Sunset Shimmer. Did you get that Autobot rabble and her pony friend to behave?"

"Rabble?" Rainbow Dash growled, taking up a fighting stance. She quickly dropped it, as though she doubted the fighting abilities of this human Luna, she wasn't sure she could adjust her own battle tactics to a human body. Arcee narrowed her eyes and snorted.

"Uh, Vice-Principal?" Sunset said. "These are that Autobot and her pony. They were turned into humans like us somehow."

Luna's eyes shot wide open, before she smiled. There was something about said smile that just made Arcee want to clock her lights out. Princess Luna was never this infuriatingly smug, was she?

Out of nowhere, appearing like a speeding bullet from a fired gun, Snips came running down the hallway for his partner in crime. "Snails! Snails!" He cried in his shrieked voice. "Outside! Now!"

Before Vice-Principal Luna could grab Snips and scold him for running in the halls, both boys slipped out from her grasp and slid out the double doors.

"What's got them so worked up?"

"Let's go find out!"

Luna, Dash, Arcee, and Sunset Shimmer rushed out the door, and Luna couldn't wrap her poor head around what she was looking at.

It was the demon that stole the Element yesterday, heading for the school. Her pony tail whipped about irritably, slapping herself on the hips. The Element was clenched firmly to her chest, her claws hissing as the Element attempted to burn itself free of her. Passing students either screamed or whimpered, but whichever they chose for their first reaction, their second reaction was always the same one; to run away in fear. Some of them dropped their books, and it was a divide whether or not they went back for their paper tomes.

"There!" Rainbow Dash pointed boldly, fearless in the face of the demon's approach. "That's the thief who stole my El- my necklace!"

No one noticed Sunset Shimmer softly curling into a scowl in the natural shadows of the school entrance's corners.

Snips and Snails rushed to the demon, and bowed at her feet.

"Mistress!" Snips exclaimed, sounding distressed.

"How can we be of service?" Snails questioned with his obliviousness showing like a bad rash.

"I'll tell you what you can do..." The She-Demon whispered at them softly, before Arcee ran down the stairs and kicked herself in the air, landing just a few feet away from them on the sidewalk. She still had her talent for long jumps.

"You can drop that Element and give it back." Arcee snarled, putting up her dukes.

The She-Demon screeched softly to herself, shaking her head in disapproval of Arcee's insistence. "Let me tell you how this works. I do what I want. Ssometimes, thesse lovely young boys- " Snips and Snails swooned at being complimented so. "-help me out with it, and everyone elsse? Everyone else backs away becaussse they're afraid they'll get hurt."

Arcee jerked her head. "Yeah, all right. Well, I've got news for you. That's not how it's going to work this time. This time, you're going to drop the Element and back away slowly...or else." Arcee punch-jabbed the air as a warning.

The She-Demon hissed.

"O-oh my..." Sunset Shimmer murmured, sliding her hand on the glass of the door, her stutter having _mysteriously returned. _"This-this looks awfully serious...I-I'm g-going to go hide i-inside the s-school if that's okay..." Sunset pushed open the door and ran inside. Luna and Rainbow Dash were surprised to see her so fearful.

The She-Demon looked up, noticing Sunset's departure with a shimmer in her black, black eye. She flew up, pointing her claw at Arcee. Arcee reached her hand up to grab the Demon's leg as the Demon whizzed by, but missed. Arcee turned to give chase, but found unwelcome weights suddenly added to her legs. She saw the weights were Snips and Snails. The Demon pointing at her made a lot more sense; she was giving them their orders, to stall Arcee.

"Halt!" Luna shouted at the demon, but the Demon pushed her and Rainbow Dash aside, throwing them against the corners of the building.

Arcee jerked her legs, and both infatuated teens came flying off, getting a much-deserved face full of dirt. Rainbow Dash and Luna pulled themselves up, and Arcee came running up the stairs in pursuit of the thief.

"Wait!" Luna grabbed Arcee's arm. "You can't just run in the halls all you like!"

Arcee gritted her teeth, really fed up with Vice-Principal Luna and how she thought she could enforce the rules even outside of the school.

"I get an exception." Arcee coolly informed the Vice-Principal...before punching her in the face and knocking her lights out. Arcee looked down at the fallen Vice-Principal. Arcee tapped at the Autobot tattoo on her cheek.

"Police business."

"Arcee? Do Autobots really count as a police?"

"I don't know...don't we?"

"You're more of a military."

"And military doesn't have the same rights to incapacitate a civilian if they interfere with operations?" Arcee questioned dryly.

"Well..." Dash pursed her lips, getting a naughty smile. "Honestly, I don't know, but she so had that coming. Now let's go!" Dash burst through the door. "I'm pretty sure that _thing_ is after Sunset Shimmer!"

Arcee realized Rainbow Dash was probably quite right and followed her through the openly swinging doors.

Sunset Shimmer was running down the hallway, huffing and out of breath already. She must not have a lot of stamina. The terrified grimace on her face suggested she was quite aware the She-Demon was chasing after her. Students of all the colors were lining up the lockers, afraid of the she-demon, but they were all gazing at Sunset Shimmer with concern.

Arcee prepped herself, and leaped into the air, tackling the flying She-Demon from the back, forcing to the ground.

Sunset Shimmer stopped and looked at Arcee with worry.

Arcee gazed up at her. "Go! Hide! I'll be fine."

Sunset nodded, and resumed running down the hallway.

The She-Demon hissed and screeched, not at all pleased that Sunset Shimmer was getting away, or that Arcee was on top of and pinning her down.

"Not so tough when someone has the brass bearings to fight back, are ya!?"

The Demon flailed about, trying to get her off. Arcee responded in turn. For a moment, there was little more than a twisting mess of flailing limbs as they grappled at each, searching aimlessly for weak spots without a clue, but eventually, Arcee was triumphant when she slammed her elbow into the Demon's back, causing a high amount of pain even to the Demon's toughened hide. The She-Demon let out a very high pained wail and rested on the floor.

Arcee smirked, confident in her victory. Getting up, Arcee kept pressing her foot on the Demon's back, to keep at bay from the Demon's mind any thoughts of continuing this fight.

"Now, give me Rainbow Dash's Element, and I won't hurt you... as badly."

The Demon grumbled unintelligibly. Likely a few choice unkind words about Arcee and her parents, the demon not knowing Arcee didn't have parents in the traditional sense. The Demon reluctantly pulled the necklace off her neck, and lifted it up to the air.

"Yes!" Arcee reached out to grab the Element, but then a blur of grayish opal came flying at her and knocked her off the Demon, sending the Element cutting through the air like a Cybertanium blade on Earth grass.

"No!" Rainbow Dash reached her hand out, frozen for a moment as she thought about how, if she still had her wings, this setback wouldn't be a problem. As things stood, that Element was getting some serious air-time. Rainbow Dash and Arcee were too distracted with figuring out what that blur was to notice as a student came out of the boys' bathroom and barely dodged the magical-amulet-turned-Frisbee flew past his head and into the bathroom stalls.

"Snails!" Rainbow Dash snarled, recognizing the blur as it unfolded. She stomped forward, ready to give him a boot, if not a spanking, when she jumped backwards as large wings like the ones on the She-Demon unfurled from Snails' back. The She-Demon took the distraction and took off, streaking down the hall with her wings outstretched.

"What the-!?" Rainbow Dash exclaimed, backing away at the sight of the demonic Snails. He had the same claws, the same pony-haired tail, as the Demon. Suspecting as much, Rainbow Dash glanced over her shoulder, to see Snips sneaking up on her, having gone through a similar transformation.

"Yeah, we're demons, just like our boss, eh?" Snips informed her, speaking with a laxness about himself Rainbow Dash wouldn't expect from a monster. She would expect it from dull-witted Snips, though. Regathering her confidence, Rainbow Dash brought her leg up and kicked the demon Snips in the chin, knocking him backwards into the floor. She was about to stomp on him, when she felt a hand on her shoulder.

"Hey." Arcee instructed. "Go make sure Sunset Shimmer is okay, and look for your Element. I'll deal with these clowns."

"You sure you can take them?"

"Ha." Arcee winked, something Dash didn't know her for doing. "While taking a stasis nap. With a hand tied behind my back."

As Snips got up, Rainbow Dash chided herself. They were demons, sure, but they were still Snips and Snails. Rainbow Dash couldn't believe she thought for a second Snips and Snails could handle a trained Autobot like Arcee. Rainbow Dash ran down the hall, following the Demon's path.

Despite Rainbow Dash's confidence in Arcee, Snips was able to get the jump on her and give her a good slash across the cheek, giving her a nice open cut and making her bleed. Arcee's head hung linply, like a stuffed doll on a shelf. Snips stroked his ego and presumed it was the shock of him being able to hit her like that.

"Yeah!" Snips cheered himself on.

"You go, Snips!" Snails yelled.

Arcee panted, then looked at them again with a disturbingly gleeful smile. "You know, there are a lot new human things I've been experiencing today that are really unfamiliar to me, that I'm not too proud to admit I don't understand...but this." Arcee gestured to her cut. She trailed her finger along the cut, and looked up at her now bloody finger.

Arcee felt absolutely _relished_ to feel something as familiar as leaking from her wounds after all the weird things she had to do today. Arcee smelled the scent of blood from her finger, and becoming curious, licked the blood off.

"_This_ I understand perfectly."

She looked at Snips and Snails. She cricked her neck, jerked her shoulders, and cracked her knuckles.

Snips and Snails realized they might have been out of their league against Arcee.

Arcee grabbed Snips by the throat and picked him up with ease. She threw him into the nearest locker, then slammed her fist into his stomach, before giving a shattering uppercut to him. Snips slid down from the locker.

Arcee basked in her victory, before hearing the sound of footsteps pattering. Whipping around, she copied a trick she had seen June perform on Jack and pinched Snails' ear.

"Aah aah aah!" Snails yelled in pain. He had been dragged by the Vice-Principal so many times his ear was sore from it. Arcee, pitiless, worked on giving him the same treatment to him as she gave Snips.

Arcee ran down the hallway after where she saw Rainbow Dash, Sunset Shimmer, and the She-Demon go.

Up ahead, Rainbow Dash was still running through the hallway when she bumped into someone taller than her. "Ow! Sorry about that." She looked up at her victim's face, and immediately picked up on several familiar things about it. Her face was a pure white like snow, her hair was like sherbet, and she had this eternal, indescribable beauty about her.

"Princ-" Rainbow Dash began before stopping and correcting herself. "Let me guess, Principal Celestia?"

The address Principal Celestia gave Rainbow Dash a confused look. "Roxanne, you should know who I am. You come to school here every day."

Rainbow Dash chortled nervously. "Uh, no, I don't. Not Roxanne. I'm, her, uh, cousin from out of town." Even though this was technically the esteemed Princess Celestia, Rainbow Dash was really eager for her to get of the way. "Now, do you mind? I'm chasing a thief, and I kinda left my sniper rifle at home."

Principal Celestia chuckled. "Sniper rifle? You teenagers have such active imaginations."

This time, it was Rainbow Dash's turn to look confused.

"Y-you're serious? You really did leave your sniper rifle at home?" Celestia questioned, sounding floor. "Okaay!" The Principal threw her hands up in the air and scooted aside to give Rainbow Dash access to the hall. "I can see you are not one to be trifled with, so I will leave you to your business."

Celestia walked down the other end of the hall, and Rainbow Dash resumed her sprint. It wasn't long before a passing blue blur came by Rainbow Dash and asked for a status update.

"Arcee!"

"Have you found Sunset Shimmer?"

"That's a negative. How did you deal with Snips and Snails?"

Arcee smiled mischievously. "Oh, you know, same old, same old."

Elsewhere, the other students in the hall were confused by the presence of the demonic Snips and Snails with their wings and pony tails tucked painfully under various lockers next to each other.

Rainbow Dash and Arcee kept running down the hall, only stopping when they suddenly heard the sound of soulful, soothing guitar.

"Rainbow Dash." Arcee grabbed Dash to stop before she got too far away. "You hear that?"

"How could I not? What of it? I mean, sure, it's a pretty rocking tune, but..."

"Flash Sentry said he had band practice today." Arcee reminded her. "And Flash Sentry is Sunset's boyfriend."

Rainbow Dash stared, not grasping what Arcee was hinting at.

"Think, Rainbow Dash! Sunset was scared. Where do girls turn to for comfort when they're scared?"

"Their boyfriends!" Rainbow Dash slammed her fist into her palm. "Of course!"

Bursting through the door, Rainbow Dash and Arcee were pleasantly surprised to see Arcee's guess had been right on the money. It was a school arena, with equipment and furniture for all sorts of activities, such as basketball, dancing, and what they were here for, music.

Sunset Shimmer was sitting in a folder chair, right before stage. On the stage, Flash Sentry was strumming a guitar, playing the soulful tune they heard, and a mint-green student was to his left doing drums, and to his right, there was a white one with blue hair doing base.

"Your music is so relaxing, Flash." Sunset murmured.

"You're welcome, sweetheart." Flash said, clicking his tongue at her.

For all her seeming cold spark, even Arcee found Flash telling Sunset it was all on behalf of her was rather cute.

"There you are!"

Arcee and Rainbow Dash looked up to see the She-Demon flying above, looking right at Sunset Shimmer.

"I've been looking all over for you!" The She-Demon shouted, her fangs flashing from her mouth as she spoke. She divebombed towards Sunset Shimmer.

"Give me a boost, R.D." Arcee instructed. Rainbow Dash got down on her knees and lifted her fists. Arcee put her foot on Dash's hands, using them as a springboard to do one of her signature air leaps. Arcee tackled the She-Demon mid-air, repeating her earlier take-down of the creature. They started grappling with each other again, but this time, the She-Demon kicked Arcee off and stood up. Arcee punched the floor to keep her shoes from sliding on the polished until squeaky floor. The She-Demon bared her fangs and charged, and they exchanged blows, alternating punching and kicking at each other.

"I'll give you one warning..." Arcee hissed softly. "I was in the top 30 of the Cybertron All Fembot Kickboxing circuit."

"Ccyybertron? The name means nothing to me."

"No," Arcee admitted. "No, it doesn't. But by the end of today, my name will."

Arcee attempted to slam her arms into her opponent's shoulders, forgetting she didn't have her arm-blades. The Demon grabbed Arcee's wrists, hissing and growling the whole time. Arcee snarled in response.

"Well, it worked on Rainbow Dash earlier..." Arcee muttered to herself, an idea coming to mind. She jerked her wrist from the Demon's claw, then punched her in the windpipe. It definitely hurt, but nowhere as much effectiveness as it was on Rainbow Dash.

"Geez, Arcee! Think you could go a little easier on her?" Flash Sentry questioned.

"I'm a Sniper, Flash." Arcee retorted. "I'm trained to go for the soft spots."

From the very relative safety of his performing stage, Flash Sentry observed the fight. He looked to his band mates, whose smiles suggested they were thinking the same thing he was.

"All right, guys! I feel a bit of musical inspiration coming on!"

Flash and his band began playing, making up a song on the spot about Arcee and the She-Demon's fight.

_Look out, everyone! _

_Look alive!  
It's a genuine, bona-fide girl fight! _

_The wire is live tonight!  
_

"Uh, dude?" Rainbow Dash said. "It's the middle of the day."

Flash blinked, before improvising on the spot.

_Look out, everyone!  
Get out of their way!_

_It's a a real-life girl fight!_

_The wire is live today!_

"Think you could stop singing and actually help?" Arcee questioned Flash.

"This IS me helping!"

"Lazy little-!"

_She's having to fight a she-Demons, Snips, and Snails,_

_But our gal Arcee is tough as nails!_

_I don't mean to gloat_

_But I heard that she's a Sniper; _

_That she goes for the throat_

_The she-witch in question_

_Stole something from the Equestria Nation _

_And now Arcee is here to keep the demons from taking it_

_To whatever is their destination_

_You can see the resentment _

_As they try to beat each other_

_Using school equipment_

_Arcee was something else prior to this morning_

_So something tells me that punch to the cheek was only just a warning._

_You can see the sweat_

_As it collects _

_In beads_

_But neither will stop_

_Til the other is on their knees._

_It's a girl fight! _

_It's a girl fight! _

_They're gonna fight through the halls,_

_They're gonna break through the walls, _

_And neither of them is stopping until the other falls!_

_It's a girl fight!_

_It's a girl fight! _

_I say that, you think pulling out hair_

_But let me tell you _

_You won't find that here _

_No, this is a solider_

_Ready to power through this smoking demon's smolder_

_And now, excuse me ending this song so abruptly thus_

"But I'm pretty she' pointing that big fireball at us!"

Flash Sentry and his band mates threw down their instruments and ran off the stage as the Demon threw a green fireball from her claw at their stage, causing an explosion that startled Sunset Shimmer, but only got a measly '2' on Rainbow Dash's scale.

Seeing Flash Sentry's abandoned guitar lying there, not yet touched by the flames, Rainbow Dash had an idea. Doubting the fire's ability to catch up to and hurt her, Rainbow Dash ran the stage's entrance and picked up the guitar. Then, she aimed at Arcee and the she-beast. Raising the guitar over her like a war hammer, Rainbow Dash jumped off the stage and slammed the guitar onto the She-Demon's head.

"Oooh..." The She-Demon groaned, putting a claw to her forehead. "Quick Draw! Why therefore you do me this dirty treeck?"

Rainbow Dash covered her face with her palm, then raised the guitar again.

"Wrong reference, you dolt! That was El Kabong!" Anger at the Demon's inability to tell her cartoon equines apart (hey, wait a second... cartoon equines?) mounting, Rainbow Dash raised the guitar and slammed it on the She-Demon's head again.

"Arcee, go find my Element!" Dash barked, raising the guitar for another blow. "I got this!"

Arcee nodded, and dashed out the entrance, the doors swinging wildly as she shoved past them with her sheer velocity.

Dash brought the guitar down again, but this time, the She-Demon was ready for it and grabbed the guitar's neck with her claws. She jerked the guitar out of Dash's hand, then jabbed the base into Dash's stomach. Dash clutched at her stomach and fell onto her knees in pain.

"Or...maybe I don't." Dash muttered to herself, looking up with one eye at the Demon smiling maliciously at her.

In the hallway, Arcee ran through, nimbly avoiding passing students by merely shifting her fleet feet by a slight angle. She furiously scanned over every locker, looking for any sign of the Dash's Element anywhere.

Just as she was passing it, a door to Arcee's right and a student came out. Arcee stopped in her tracks and looked at the door, trying to determine whether or not the Element would be in there. She decided she might as well give it a shot and went inside.

The room the door led into smelled terrible, causing Arcee to cover her nose. She sighed when she realized that if she kept protecting her nose, she'd be limited to only one arm for defense, so she took in a deep breath and removed her hand.

Walking along the rather small room, Arcee was fascinated by the mirrors on the wall, mounted just above these bizarre porcelain bowls. She was so fascinated by them she bumped into a student.

"Oh! Sorry. Didn't see you there."

"It's cool." The student assured her, water filling up the bowl he was at. At first, he seemed calm, but then something about her appearance seemed to alarm him.

"Uh...miss? You do know this is the boys' restroom, right?"

"Uh, well," Arcee forced a nervous chuckle. "Please try to understand. I'm actually an alien robot from outer space, so...I have no idea what that means."

"Uh-huh." The student nodded his head, worried over how crazy this woman – who looked perfectly fine, except for her weird Cutie Mark on her cheek- had to be think she was a robot. "You look normal enough to me."

"Well..." Arcee raised her hand to talk, but she noticed a shimmer come off the student's other hand. "What do you have in your hand?"

"This?" The student questioned, raising his hand, revealing it to be Rainbow Dash's Element! "It was there in the sink when I came out of the stall."

Arcee put her hands together. "Could I please have that? It belongs to a friend of mine, and she kinda needs it back."

"Oh...okay, I guess."

The student handed her the necklace without any complaints.

"Yes! Thank you!" Arcee eagerly snatched the necklace from him, figuring that now that she had the Element, she could get Rainbow Dash and then Sunset could work on turning them back to their true forms.

The Element begin to shimmer and glow in Arcee's hand.

"Wha-!?"

* * *

Rainbow Dash looked up bitterly at the She-Demon, waiting for the creature to raise the guitar and hit Rainbow Dash on the head with it like Dash had done her. From her seat, Sunset Shimmer was hyperventilating from the all the excitement and danger.

"Well? Let's get it over with..." Dash grumbled.

The She-Demon made a pleased hiss, then raised the guitar up high. Both she and Rainbow Dash were confused when they heard what sounded like a revving engine. They both turned to the door, expecting something would soon be coming through.

Something was.

A dark blue motorcycle with pink highlights came roaring through the door and did an impossible jump onto the She-Demon, bringing its rear wheel onto the She-Demon's face as its weight forced her to the ground. The motorcycle spun its tire on the Demon's face, leaving a skid mark and causing the Demon a great deal of pain.

"Oooh!" The motorcycle moaned. "This feels so satisfying!"

"Arcee!" Rainbow Dash exclaimed.

Arcee stopped her rear tire, transformed, and held up Rainbow Dash's Element. "I think you lost this?" Arcee tossed Rainbow Dash the necklace. The She-Demon shrieked and flew up to intercept, but Arcee primed her blaster and shot the beast down. The Element flew freely into Dash's waiting palm, where it shimmered brightly upon reconnecting with its true master.

Arcee would've liked to relax, but it wasn't the time. Now was the time for payback.

Turning her attention back on the She-Beast, Arcee stomped it into the ground, stomping onto its stomach until all of her breath had been forced out of her. Once she finished doing that, Arcee bent over and picked the demon up, then threw her into the basketball hoop on the side of the room. The She-Demon landed in the net, dazed. Arcee walked over to a stray basketball, then walked up to the hoop and began bouncing the ball into the Demon's face, her metal hand giving the ball enough momentum to easily give the Demon a black(er) eye.

"This is fun." Arcee mused, pounding the ball mercilessly. She stopped and tossed the ball over her shoulder, then readied her arm-mounted ski blades, which she used to slice thin, vertical holes in the Demon's wings. It caused little pain, but the holes meant the air wouldn't travel accurately, so the Demon was ground. Arcee picked her up and tossed her to the floor.

The Demon slid across the smooth surface of the floor, and was confused when a skirt, a pair of slacks, a shirt, and a dark blue jacket suddenly fell in front of her face. Then a dark cyan hoof slammed onto the clothes.

The Demon looked up see Rainbow Dash – a pony again – looking down at her.

"So, you can't fly anymore...and I can." Dash informed her, a cruel idea forming in her mind. Dash picked up the Demon up, then flew all around the room, slamming herself into various parts of the ceiling, the floor, and the walls, using the Demon as a crash shield every time, which not only kept Dash from getting dizzy, but really hurt the Demon.

Deciding after slamming her opponent into the ceiling that it was getting boring, Dash tossed the Demon to the ground. Arcee walked over and crossed her arms.

"All right." Arcee put her foot on the Demon to pin her. "Talk. Who sent you to steal the Element of Loyalty?"

The Demon blinked. "Loyalty? I wasss told to sssteal the mosst powerful Element. I thought that wasss it ssssince it had a cool thunderbolt on it."

Dash stroked her ego, looking at her Element and noting its resemblance to her Cutie Mark. "Yeah, my Cutie Mark – like everything about me- is pretty awesome."

Arcee was not satsified, and she began to apply more pressure to the She-Demon's stomach. "That still doesn't explain why you-"

The Demon shot Arcee a glare, then snapped her fingers and burst into green flames. Arcee quickly removed her foot, and when the fire was gone, there was a leftover pile of ash where the Demon was supposed to be.

"Teleported..."Arcee grumbled.

"Oh well." Dash shrugged. "A least we got the Element back, right?"

Dash and Arcee turned to leave, but they saw Sunset Shimmer still holding her seat, her breath slowly but surely coming back to a healthy pace.

Arcee and Dash looked at each other. Rainbow Dash flew towards Sunset, landing next to her.

"Hey...Sunset? You helped us out a lot today, at least until that thing showed up."

"Yeah...I...did." Sunset admitted.

Dash draped a foreleg around Sunset's shoulder. "How would you like to meet Optimus Prime?"

"I- I don't know...you haven't told me about him yet."

Dash rolled her eyes. "I'm gonna take that as a yes."

* * *

Outside the Crystal Empire, Twilight's group and the rest of Team Prime were waiting anxiously. Despite Cadence's assurance her Crystal Guards would find them, Arcee, Dash, and the thief had seemingly vanished from the Crystal Castle with out even leaving a trace of evidence they were there at all, and Arcee hadn't tried to use their comms in over twenty-four hours. They had camped out here all night. Celestia even showed up in minute when they reported to her what happened.

"You think they're all right?" Fluttershy feebly muttered.

"Of course they're all right!" Applejack snapped. "They have to be! They're tough..."

"They could have just run into a...minor setback." Ratchet offered, trying to make Fluttershy feel better.

A Guard suddenly threw open the door. "Princess Cadence! Arcee and Rainbow Dash have returned, and they have a guest!"

Everyone exchanged looks and murmurs.

"Guest?"

The Guard moved aside, and Rainbow Dash came out of the door, riding Arcee, a funny-looking human in a blazer with almost seemed like a Cutie Mark on her cheek.

"Everypony, I'd like you to meet Sunset Shimmer!" Rainbow Dash exclaimed, gesturing as Sunset got off Arcee's seat. "There was this funny mirror in the castle that took us to another world, and Sunset helped me and Arcee out while we were there!"

Sunset Shimmer was immediately crowed by all of Rainbow Dash's friends asking her all sorts of questions, if they weren't giving thanks.

"Darling, how do you get your mane so vivid? Don't tell me those are your natural colors!"

"Um, t-thank you so much for helping our friends, Sunset Shimmer!"

"Normally, I don't like humans...but I guess you since you helped, I'll add you to my small list of exceptions."

Sunset Shimmer felt overwhelmed by the all smiling, talking faces, so she tried to look away, only for her gaze to fall upon each of the Autobots in turn. To her, Bumblebee looked cute, Bulkhead must have been a heavyweight champion, Ratchet actually looked...kind of funny, honestly. However, it took all of her composure not to faint at the towering sight of Optimus.

"Hello." Optimus said to her warmly. Sunset nervously waved her fingers back at him, just like June did when she first met Optimus.

"Enough, everypony! Please, give her some space." Celestia boomed at them, though her tone never ceased be caring. Twilight's friends backed away from Sunset somewhat, and Celestia approached her.

"Hello, Sunset Shimmer." Celestia bowed her neck. "I am Princess Celestia, and it is my pleasure to welcome you to...Equest...ira."

Celestia and Sunset locked eyes, and from their gazes, it was like they had found long-lost sisters.

"Princess Celestia?"

"Sunset Shimmer?"

They both blinked, making sure they were really looking at what they thought they were seeing, before crying and embracing each other.

"Princess!"

"Sunset!" Celestia wrapped her front legs tightly around Sunset, pressing Sunset up against her chest. "It's been so long...when Rainbow Dash said your name, I dispelled the notion it was you and not just someone who happened to have the same name!"

"But it _is_ me, Princess!"

Twilight looked between her mentor and Sunset, utterly bewildered. "I don't understand. What's going on!?"

Celestia cleared her throat, and undid her and Sunset's embrace. "Sunset Shimmer was a student of mine. In fact, she started her studies around the same time you did, Twilight Sparkle... I looked forward to spending time with her...she was so young and inquisitive. But then one day, she disappeared..." Celestia looked at Sunset. "I hoped she would come back one day and tell me where she went, but as the years went by, I realized I'd never see her again."

"Well..." Sunset said shyly. "I guess one day is today!"

"Wait..." Ratchet stepped forward, and Sunset, not used to hearing a Cybertronian's footsteps, nearly had a heart attack. "That does that mean there are _native_ humans on Equestria!?"

"Actually, Sunset was a unicorn." Celestia answered starkly, before raising an eyebrow at Sunset.

"What can I say?" Sunset shrugged. "I...don't really know how to explain myself."

"It doesn't matter now." Celestia said, and in a rare occurrence, Twilight found that she disagreed.

"It does matter..."

"All that matters is that you're here with us again." Celestia told Sunset. "Come. We have much to discuss. Much has changed since I last saw you."

"I...gathered." Sunset stammered, looking at Optimus.

* * *

It was late at night on Earth. Arcee had been bridged back to her 'owner's' Jack's house, and was resting in the garage, idling her engine and looking forward to a power down where she didn't run the risk of waking up as a human.

"Hey, Arcee!" Jack said, coming downstairs to see his partner. "Heard you had a pretty rough day."

"Yes."

Jack noticed something odd. A little square was rested up on Arcee's kickstand. He bent over and picked it up to examine it. "What's this?"

"My certificate."

"Certifacte?" Jack spat, more than a little surprised to learn Cybertronians could even get certificates. "For what?"

"Potty training."

Jack blinked. There was no way he heard what he just though he heard. "You, uh, you want to explain that to me?"

Arcee adjusted her front at him, her headlights glaring at Jack like a sleep-deprived, cranky cyclops. "I've had a long day, Jack. I don't want to talk about it right now."

"Okay...maybe tomorrow?" Jack asked politely as he set the certificate back down.

* * *

It was also late at night on the other side of the mirror. The human side. The Earth that was like an Equestria.

The She-Demon was returning to the now abandoned school. No student would want to be there any longer than they had to be, so it was as desolate as the next ghost town over. Walking up to the school entrance, she found Snips, Snails...and Flash Sentry.

"Well...she's not gonna be happy." Flash said with a weary sigh. There was agreement all around him.

"No, eh?"

"Nope."

"We have failed the Missstressss..."

Taking in deep breaths, Flash opened the door for them. They began walking through the halls, a specif classroom in mind. With all her accomplishments, Sunset Shimmer had no problems from the teachers for asking a classroom be open for her usage at times of night.

Flash, Snips, Snails, and the She-Demon all stopped when they came across the right door. Classroom 10 (9) 74.

They all hesitated, knowing what was on the other side.

"Well, one of us needs to go in there..."

"I'm not going in there first! You go in there first!"

"No, why don't you go in there first!?"

The door opened for them, and Eve was standing there, glaring at them.

"Well?" Eve gestured for them to come inside. "Come on. Making her wait will only make her angrier."

The four of them gulped, before entering the classroom.

Flurrie, Roxanne, Diane, and Vanity were all sitting or standing at various corners of the room. Sunset Shimmer herself was sitting on the teacher's desk with her hands to her hips like a voluminous temptress.

The She-Demon, Snips, Snails, and Flash, all took up seats in the classroom, nervously awaiting what Sunset had in store for them.

"Let's _talk_." Sunset spat at them, eyes alight with tranquil demonic fury that made the She-Demon seemed like a kid in a costume by comparison. Sunset hopped down from the teacher's desk and slammed her hands on the student desk of the seat the Demon sat in. "What did I tell you to do?"

The She-Demon sighed, her black burning hair seemingly it was about to give up the ghost and put itself out. "Go to the sstoreroom. Ssteal the moosst powerful Element of Harmony. Don't let anypony sseeee me."

"Uh-huh. Very good!" Sunset nodded, complimenting the Demon like a dog. "And what did you end up doing that I did not tell you to do?"

The Demon put her claw over her face to mask her shame. "I let sssomepony sseee me, and...I brought that wretched Autobot Sssniper along!"

"That's right!" Sunset growled in a mocking tone.

"Sunset, sweetie..." Flash Sentry said, hoping his affection for her could calm her down before her punishments got too severe.

"Don't you, 'Sunset, sweetie' me!" Sunset shouted at him before walking up to the chalkboard.

"Uh, Sunset Shimmer?" Eve said. Sunset glared.

"What!?"

"Well, maybe it's a good thing your demonette messed up the mission..." Eve said, nervously twiddling her fingers, aware of Sunset's wrath if angered. "Because now we know about the Autobots. If we tried our old plan to use the Element of Magic to brainwash a bunch of teenagers to take over Equestria, and all of a sudden, whoop, surprise! They have Autobots! ...Our army would get slaughtered."

"I supossse you're right." Sunset hissed, complimenting Eve and insulting her demon servant at the same time. She raised up her hand, which became aglow in light blue magic like a unicorn's horn.

"But..."

Sunset made a sound even Pinkie Pie would never able to compete with in its raw shrilness, slashing her fingernails and dragging them across the chalkboard, causing a screech and yellow friction sparks like when Cybertronians fought with each other.

Everyone covered their eyes while waiting for Sunset to finish venting her frustrations out on the chalkboard. Sunset finished and turned around, taking a scan across the room to make sure everyone in the room was paying attention.

"_EIGHTEEN YEARS!_" Sunset bellowed at them. "Eighteen years I spent, going back and forth through that mirror, shifting between pony and human forms...practicing my magic, until finally..." Sunset raised her glowing hand again. "I could do my unicorn magic in my human form! I could disable and enable the mirror's effect at my will and leisure! I could turn others into humans with ease! And I kept practicing, until finally, one day, my shape-shifting abilities reached that of DISCORD HIMSELF!"

Sunset snorted.

"I've come too far. I've waited _too long_, for my revenge against Celestia...to let something like _Optimus Prime_, " Sunset sneered the Prime's name, having no respect for his position of power, "and his band of merry mechs to stop me NOW!"

Sunset huffed and puffed, panting from her outburst, while everyone – her friends...her _servants_ cowered before her anger.

* * *

_Next Time on Equestria Girls: Infiltration..._

_Shockwave pointed his finger. "I have taken great pains to ensure my alliance with the Equestria goverment. Pains I will not see undone by your incompetence, Starscream."_

_"Twilight Sparkle, Sunset Shimmer, I'm confining you to base. We cannot allow your enmnity to give this radical pro-human, anti-pony movement to gain ground."_

_"It was only the..."_

_"Shockwave, don't you dare say log-"_

_"Logical progression in response to your claims, General."_

_Twilight blinked, disbelieving, but before her, guarding the double doors of Shockwave's throne room, were Canterlot guards in armor customized to match the ideal Decepticon aesthetic._

* * *

**Author's Notes for "Mish Mash Melee"**

**Finally! A Chapter title from G1 Pony Days!**

**Maaan, compare Sunset Shimmer's growling at her minions at the end versus her wailing when she can't help Arcee and Rainbow Dash at the middle. _Man._ She is a _manipulator._**

**Arcee's skin color is peachy-pink as a human, because I can't will myself to write her having silver skin (too Mary Sue-y), black, (confusing, as she would actually be actual black, like, coal) or dark blue (...just ridiculous.)**

***Sigh* when I first started writing, I told myself I'd never write something so ridiculous as the Autobots or Ponies becoming humans...yet, here we are.**

_**Curse you, Hasbro!**_

**On the other hand, this does open some amusing possibilities...like when Arcee mistakenly ate the toilet paper. **

**Do you like my alternative take on the Equestria Girls universe?**

**My plans for this to sort of mirror the IDW More Than Meets The Eye and Robots In Disguise, where you can read one without the other, but reading both you can find something the authors' slipped in, the sly devils!**

**Continuity Notes:  
Arcee and Rainbow Dash bonded in "Woken Furies" a chapter of Act III of Friendships Is Magic: Prime  
Twilight's contempt for humans started in "Wings of Wax" and escalated throughout Act III of Friendships Is Magic: Prime  
Fanon Differences with Canon:  
Sunset Shimmer is on good terms with Celestia.  
Twilight has a counterpart in the mirror world.**


	2. Woe Is Me

**Disclaimer: Transformers, My Little Pony and Littlest Pet Shop are the properties of Hasbro.**

**This is a non-profit work made by an independent contractor outside of ****any**** company's official notice intended for _non-profit _entertainment and speculative purposes only.**

_**To the tune of the opening chorus from 'BiRD - Matchstick Girl' from which this song takes inspiration.**_

_**You are so caught up **_

_**In your own little world. **_

_**Just one little, **_

_**Equestria Girl. **_

_**You don't think it's true  
**_

_**There's enough room in her heart **_

_**For both of you**_

_**Why so caught up in your deep gloaming?**_

_**It's not like her love is boiling up and foaming.**_

_**You could just try and get along. **_

_**Why, Sunset, why won't you listen, to my song?**_

_**The General lies awaiting, meaning to oust ponykind**_

_**How does the guilt not weigh on your mind?**_

_**So deeply mired, in this hatred of twilight... **_

_**Why can't you look around and just see that everything's all right?**_

_**So you're really set?**_

**_You're going to poke around for skeletons in the closet..._**

**_You're completely wrapped up_**

**_In this other world _ **

**_Where the Princess' words mean so little._**

**_It can't be true!_**

**_The Solar Princess can't hold both fading sunlight and her shimmering twilight._**

**_There's no room, in her heart_**

**_To find the love for both of you. _ **

**_It's just not true, when she says_**

**_"I will always love you."_**

**_Her love is a limited resource, (or so you think)_**

**_What you're doing _ **

**_Is just recourse _ **

**_To direct it all back to you, going back _ **

**_To what you knew. _ **

**_No spotlight did you have to share. _ **

**_You could study without a care. _ **

**_She doesn't know what you knew. _ **

**_She just wants best for both of you. _ **

**_You were her prize pupil, once, too. _ **

**_You couldn't be wrong at all. _ **

**_How far d'you have to fall? _ **

**_Sunset Shimmer, your lips are quivering. _ **

**_And I know in truth, your fragile heart is shivering. _ **

**_You just want to go back in time,_**

**_Where it was you, yourself and mine. _ **

**_But she's moved forward, and wants you back. _ **

**_Must you follow a different track?_**

**_Skeletons in Twilight's closet_**

**_Would certainly be _ **

**_A great asset _ **

**_You could make her look bad, _ **

**_You don't seem to think _ **

**_That could make your mentor sad _ **

**_To see you both not getting along_**

**_Why won't you listen to this song? _ **

**_Dusty bones in the closet, _ **

**_Blood leaking down the faucet, _ **

**_Who knows what secrets lie _ **

**_In that library on the other side? _ **

**_Why must you be so blind? _ **

**_Why take apart Twilight's finds? _ **

**_Sunset Shimmer, your heart is frozen _ **

**_Gripped in a fear that you leave unspoken _ **

**_Just tell teacher what's gone wrong. _ **

**_She'll listen to your sorry song. _ **

**_Secrets lie within those Golden Oaks walls. _**

**_It couldn't upset the royal halls_**

**_To go around and take a peek_**

**_See what darkness Twilight's trying to keep? _**

**_Skeletons moving, in the bookshelves _ **

**_Why won't you stop and ask for help?_**

**Equestria Girls: Infiltration**

**Chapter II**

**Oh, Woe Is Me!**

**Episode Synopsis: **

**Sunset tries to embarrass Twilight in front of Celestia, with disastrous results.**

* * *

Skulking through in the dark of night, activating a secret GroundBridge inside Twilight's library basement laboratory like a pair of common street rat thugs with a poorly-thought out idea for ransom, rather than the magnificent, manipulative students with a delicately laid out master plan, with layers upon layers of guiding their friends, their pawns and tools through that plan until every step was executed masterfully...

Eve felt like she had taken a step down. Blinking her eyes in impatience, one hand on her hip, the other resting against Twilight's table, Sunset Shimmer was testing Eve's patience.

Eve put her hand over her head and scoffed. "Sunset, would you mind explaining why we're here?"

Sunset stopped rummaging through Twilight's terminal, and looked at Eve like Eve was the most idiotic pony in either universe.

"N-not for me, but for some...unseen third party who was not here previously, that is somehow observing us now?"

"What, like a spy?"

"No, I'm thinking more like an...audience of readers or viewers or something."

Sunset raised an eyebrow, wondering why Eve would be such a strange and oddly specific feeling, before she begun to feel it as well, as evidenced by the shudder that slithered through her shoulders.

"All right, fine! We're here because I want to make Twilight look bad in front of Celestia..." Sunset turned back to the GroundBridge terminal, fruitlessly trying to make the complex computer bend to her will. "We start digging through her stuff and pushed a button, and this computer, like, _chee-choo-chee-chinked_ out of the ground."

As iron-willed and controlling as she was, Sunset lacked the mechanical aptitude to make machines bend to her the way they did for Twilight Sparkle.

Despite that glaring weakness, that gaping hole in her plan, Sunset Shimmer was able to make the GroundBridge activate for her, the green, pink-lined circle appearing in the far side of the room. For Eve, the effect was something like watching a gorilla bang his angered fists onto a control panel to open a military door inside a top-security base and succeed.

"Yes!" Sunset pumped her fist in the air, her mouth positively brimming with drool, salivating as she imagined what kind of skeletons that Celestia's "Most Faithful Student" would be hiding from everypony. Like any villain worth their salt, Sunset rubbed her hands together in premature anticipation of her plan succeeding.

Sunset Shimmer had only the vaguest idea of everything a GroundBridge did in detail. She understood it was a portal of some kind. That did not take much to explain. What was difficult to explain was the inner workings, the cogs and gears that made the Bridge technology able to transcend spatial separation and traverse distances of hundreds, nay thousands of miles.

So, Sunset Shimmer didn't see or understand how this GroundBridge was locked, set to go to the exact same destination every time, a mechanism which nearly completely defeated the purpose of the Bridge, but ensured it serve Twilight's purpose for it... whatever Twilight's purpose for it was, exactly.

"Are you still sure about this?" Eve questioned, whatever her loyalty to Sunset Shimmer she had vying for dominance with her fear of the unknown waiting for them on the GroundBridge's other side.

"Come on!" Sunset snapped at her with an annoyed tone that Eve knew meant not to test Sunset's patience anymore than she already had. Eve rushed forward through to prove she was only ever doubted wonderful Sunset Shimmer's guidance so far.

When the wanna-be Thelma and Louise pair tumble through to the other side, they weren't prepared for what they saw.

They came with the intent to find skeletons in Twilight's closet.

They hadn't been expecting actual skeletons.

Where the GroundBridge had spat them was some of sort warehouse complex. Everywhere was a strikingly brilliant shade of gleaming silver, from the floor tiles, to the bridges, to the shelves. It was a nice contrast to the various parts of assorted body parts laid upon those shelves. Granted, most of them were robotic parts...but how many of those parts came from a living robot, and not from a scrapped unthinking machine? Sunset was also pretty sure that on the furthest corner of the room were two twisted unicorn horns amidst the wreckage of harvested biomechanisms, one blackish green and jagged, the other curved and bright red. Sunset had never heard of unicorn horns' that were twisted before, and she wasn't too keen to find out where Twilight had gotten them.

"Sunset, Sunset!" Eve panicked and tapped and tugged Sunset on the leather-shielded shoulder, detracting Sunset from her musings on what the story was with those horns, and honestly, frustrating her.

"What?" Sunset growled, turning around to see what Eve was looking at, and she was looking at something.

There was an Autobot in the room. A tall one with a more lean build, but not too lean. Tall, but not thin. Not the paper-thin of a Vehicon, but neither the musculature of an Autobot Autotrooper. In a nice middle between the two. His paint job was mostly dark blue with white limbs and some green, and he gave off an aura of mystery.

And Sunset wasn't sure if it was good or bad that he was a live one and not a corpse. Had it been a corpse, it meant Twilight was keeping Autobot corpses, an act of depravity Sunset didn't think a student of Celestia would do, even accounting for her own fall from grace. But since he was up and about, that meant he was doing something, and if that something was investigating, he could find them and ruin everything!

"Mm, yes...no qualms about working with living AND dead subjects! Yes, most excellent...looking good so far, but how far will that go for you to be one of us, Twilight Sparkle?"

Sunset Shimmer turned to Eve. Eve crossed her arms and huffed. "You think I know what he's talking about!?"

Her shout caught the Autobot's attention.

"Scrap." Sunset and Twilight swore. They were new here, but they caught onto the local euphemism quickly.

"Hello." The Autobot greeted them, showing his face – with a green visor and blue faceplate. "I'm Toxin. Who might you be?"

"I'll handle this." Sunset whispered to Eve, gently whisking her to the side. "We're Sunset Shimmer and Eve. What are you doing here?"

"Me?" Toxin put his hand over his chest. "Are you talking to me? There's no else here, so I'm assuming you're talking to me. Anyways, I'm investigating Twilight's underground laboratory -underground as in seedy, not as in, actually...underground. Never mind. I'm here investigating the potential for Twilight Sparkle to be a member of the Institute!"

Flashes of black and white suddenly appeared behind toxin, producing the sound of striking thunder. Sunset and Eve jumped and nearly leaped into each others arms.

Toxin scoffed, not at all bothered by this unnatural phenomena. "Always happens. Every time I say the name."

"What name?" Sunset questioned. "The Institute?"

The same thing happened behind Sunset, answering her questioning and taking out much of the shock value with the knowledge whatever this was, it had a limited control mechanism.

"Huh." Eve breathed.

"Anyways," Toxin said, taking the fact he had been discovered all in stride, "I was looking to see the exact limits to how far Twilight Sparkle was willing to go...and from the look of it..." Toxin's gaze shifted from them towards something in the far right corner of the room. He walked over it. Sunset and Eve looked at each other, debating whether or not to follow. Eve shrugged. Sunset could hardly argue with such a logical motivation, so they followed Toxin's medium-weighted footsteps.

"Ah...that'll do, Miss Sparkle!" Toxin exclaimed, satisfied at something he saw.

Sunset and Eve walked up to Toxin's feet to see what it was, and they were mortified.

Lying on two slabs, angled at huge ratcheting joints, there were two Decepticons at rest. One appeared outright demonic, with bat wings, clawed hands and feet, and a jagged jawline, and its paint seemed gray as though sucked dry of life. The other was militaristic in appearance, small, and hunched, with a white discoloration and purple highlights, like snow and ice had infected something that was once a different color. Jet wings were on the militaristic one, as was a Decepticon badge emblazoned in its chest, and it a sharp, long face. A face which had its lower-right portion torn off, revealing the framework beneath and leaving it with only a half a mouth. There were similar gashes and gaps all about it.

Small robotic bugs were crawling in and out of both bodies' orifices. Spherical in appearance with a purple/blue two-tone body and yellow legs and yellow heads. They appeared to sifting through the bodies in search of wires to disconnect and spare parts to remove.

"Thunderwing and Starscream..." Toxin muttered. "How fitting, that they should be locked up here in Twilight's lab, steadily being taken apart, piece by piece and- hey. Hey, hey what are you doing!?" Toxin put his hand on his head.

Eve was crawling up Thunderwing's leg like a rock wall, inching her way towards an exposed socket. Sunset wondered what was driving her to such insanity. In the socket were three wires – green, blue and red- misplaced into the red, green, and blue sockets.

"I have OCD, okay?" Eve explained to Toxin, unplugging the wires and beginning to arrange them into their correct formations.

"No! Don't-!" Toxin attempted to stop her, but Eve finished her rearrangements before he could finish a protest.

"That's better." Satisfied, Eve rubbed her hands together after a job well done. She threw her hands out when the leg she was sat upon twitched suddenly.

"Urr...eeer!" Thunderwing's optic being to brighten, a demonic dark red glow forming in it. How was Eve supposed to know that socket was an a circuit that had been deliberately scrambled to keep Thunderwing dormant?

"Move!" Toxin swatted Eve off Thunderwing's legs and being to fiddle with the socket, Thunderwing jerking and twitching the whole time, making half-mumbled proclamations of his name and purpose. Toxin was able to unplug each wire and then scramble them again, cutting off the circuit that was carrying Thunderwing's dormant power through himself.

"Well, I've seen all I need to." Toxin said to himself, pushing a finger to his head. "Yeah. Toxin here. Yeah, yeah, it's about Twilight. I think she's good to go. Requesting Bridge."

A GroundBridge hummed to life beside the table.

Toxin waved goodbye at Sunset and Eve. "Have a nice time, girls. Oh, and, uh, I won't tell anypony if you won't." Had his optics been separate and not a visor, he probably would've winked at them. He walked through the GroundBridge, leaving Sunset and Eve alone to think to themselves.

"Hmm..." Sunset rubbed her chin, looking at the militaristic 'Con – Starscream by process of elimination. Sunset noticed he was missing his right arm, and, assuming both his arms were the same (because asymmetrical designs are not unheard for Cybertronians.) she was fairly sure she had seen the severed limb on the rows of shelves earlier.

"Maybe we should find some other way to make Twilight look bad..." Eve meekly suggested.

"You may be right..." Sunset reluctantly admitted. They heard a pained wheeze. They looked to each other for the source, then realized with Thunderwing deactivated, and Toxin gone...that meant it could only have been Starscream.

The two 'Equestria Girls' looked up at Starscream, whose optic was slowly widening open. It was purple-pinkish, with a white iris. He looked down at them with a sort of desperate hope in his gaze.

"Oooohh..." The once proud Seeker groaned and turned his head to face them. "I don't suppose...you two lovely ladies...would be so kind...as to put an end to my suffering?"

Sunset grinned, a cruel plan forming in her sadistic mind. She rubbed her hands together, thinking of what to do. She ran to the terminal in the corner of the room and activated the switch, reactivating the GroundBridge to Twilight's Library. Sunset slipped through the Bridge, while Eve stared at Starscream in concern, wondering what his story was.

"How did you get here?"

"Twilight Sparkle..." Starscream rasped in that raspy voice of his. "Bounded me here...she tortures me, experiments on me, all the while refusing to grant me the peace of death! So please..."

Starscream's shattered, dented chest began to transform, making pained clanks that caused Eve to wince. Despite a relative lack of knowledge, she found that the noises the panels were making as the moved were most likely not ones a Cybertronian's chest should have made. When the shifting was done, a light-blue orb of energy was in Starscream's open chest, beating slowly as a labored heartbeat.

"Release me! Put an end to my life and my suffering!" Starscream shrieked at her, his Spark exposed for her to destroy in whatever way she saw fit.

Eve was hesitant. Was it her place to give a Decepticon his death blow, even if it was a mercy killing? Did she have the right to take a life so willingly offered to her?

She was having an internal debate, wondering what she could possibly compare to this. Was like putting a sick dog down? Or was it more like having fun with a prisoner, then doing away with him when he ceased to be of amusement? She wasn't even supposed to be in here, let alone debating the finer points of extinguishing Sparks!

"What are you doing!?"

"Scrap scrap scrap scrap!"

"Scrap" was right, as Eve was sure that was her Mistress' and Twilight's voice she was hearing. She ducked behind Starscream's table slab, and watch as Sunset backed out of the GroundBridge, followed by Twilight and a cerulean unicorn she hadn't seen before. Sunset was holding a piece of purple crystal in her hand, which seemed to be giving off energy.

"I repeat..." Twilight growled, narrowing her eyes, a runic line glowing purple on her chest in harmony with the crystal's pulsations. "What are you doing?"

"Doing?" Sunset repeated airily. "I-I don't know what you're talking about, I'm not doing anything!"

"Uh-huh. A former student of _my_ mentor, Celestia, in _my _library, at four in the morning, clutching at a piece of _my _Dark Energon? HMM!? Trixie!" Twilight turned to the unicorn at her side. "What do you think?"

"Sounds awfully elaborate for 'not doing anything', Trixie thinks!" The unicorn announced, referring to herself in third-person.

"I'll bet you don't even know what that is, or what it does, do you?" Twilight snarled, eye drifting towards the Dark Energon in Sunset's hands. Before Twilight could give in to temptation and use her magic to vaporize Sunset Shimmer on the spot, A groaning plea interrupted them. Twilight looked at the source and was surprised to see her victim alive.

"Please..." Starscream pleaded, not registering that Eve had left and Twilight had returned.

"Starscream!" Twilight exclaimed in dismay. "I thought you were dead!"

Starscream's head lolled on its side until it was facing her. "Well, you thought wrong, didn't you!?" Starscream coughed.

Twilight's expression and voice softened considerably. "If I had known you were still alive... I never would have done all those horrible things to your body..."

"Humph! Why do I doubt that? Oh, yes, perhaps because _you did them!_"

"I'm- I'm sorry." Twilight rushed to Starscream's feet and nuzzled them. "I didn't mean to-"

"'I'm sorry?' Is that all you have to say?" Starscream mused. "Is that what ponies do? An 'I'm sorry' and and some cake is all you need to be forgiven for your crimes, no matter how heinous?"

"Well...yes!"

"Hmph. I wonder how you've survived this long..." Starscream muttered. His optic caught glimpse of the Dark Energon in Sunset's hand. "You there! What are you doing with that!?"

"Oh, um...this?" Sunset offered innocently, putting one hand behind her back.

Starscream, Eve from her hiding place, Twilight, and Trixie all glared, not at all deceived in any manner.

Sunset sighed, realizing that there was no way for her to salvage this. "Well, it was purple, and I saw you were purple, so I figured..." Sunset abandoned the idea of talking her way out of this, and decided to create a diversion. "Think fast!"

Sunset raised her arm above her hand and to Twilight's horror, flung it, where it landed and stuck herself straight into Starscream's still-exposed Spark.

"HLAK!" Starscream screamed, his optics rolling upwards in pain. His chest forcefully shut itself, and he fidgeted in his braces. Then he went quiet, as still as the grave he so longed for.

Eve put her fingers to her lips. "Is- is he-?"

Twilight shook her head in affirmation of this sordid fact. "I'm afraid so. I tortured him for a Decepticon – Tarn to save Big Macintosh's life...but in a way, I'm happy he was alive, because I know now that you should never trade a life for a life..."

"Oh..." Eve put her hands together, nearly at the brink of tears. How was she supposed to know all the terrible things Starscream had done? How was she to know that the treacherous Seeker deserved a far worse death than a mercy killing? Twilight, seeing her misery, put a hoof on her human copy's shoulder.

...At which point Starscream's optics brightened, and his mouth turned into a twisted smile. "Nra! Arah!" Starscream burst his free of his restraints without any difficulty by simply jerking his arms.

"How did he do that?!" Trixie exclaimed as everypony backed away.

"I don't know! The Dark Energon- the -the-the 'fresh' infusion must have rejuvenated him!" Twilight speculated.

On the shelf, Starscream's severed arm being to light up with Dark Energon and begin to move. It flexed each claw on its hand to make sure they worked, then jumped down and skittered towards Starscream, moving its fingers like a spider, supporting its own weight. It jumped and reattached itself to Starscream's severed elbow, where spurs of Dark Energon began to pop out, fusing Starscream's arm back onto himself in absence of a reliable wielding.

"Aah..." Starscream reflected, moving his elbow to make sure it worked. "That's better. Now get out of my way!"

Starscream aimed his arm at them and fired the rocket. Everypony ducked for cover to avoid the explosion. Seeing his chance, Starscream sprinted through the resulting smoke towards the GroundBridge while everyponys' vision was obscured. He converted into his jet mode with his usual sense of grace and flew through the GroundBridge.

The smoke cleared out, and Twilight saw her former prisoner-turned-science experiment was gone. "No! Scrap!"

Twilight approached the downed Sunset Shimmer, and grabbed the collar of Sunset's shirt with her hoof.

"We need to get out there and stop him before he causes any major damage, but after we do that, rest assured. You and I are going to have a very, _very long talk_ about touching other ponies' Dark Energon without permission!"

Twilight dropped Sunset's shirt collar, then led the way for them to follow out the GroundBridge.

Starscream, however, moved quickly. The minute he came out of the GroundBridge, he aimed a rocket at Twilight's wall and fired, blasting it clear of his path and leaving nothing but dust in his wake. He scrambled outside, to a startled early-rising pony's surprise, and transformed into jet mode and headed straight for the atmosphere, intending to get to use his fuel of Dark Energon to achieve planetary take off and reentry into anywhere but Equestria.

Twilight and her group rushed out the destroyed wall, just in time to see Starscream's engine flames flickering away in the distance as he sped away.

Twilight put her hoof to her ear, activating her earpiece. "Optimus...Optimus, are you there? We have a tiny problem."

Observing the glare of the sun, Sunset couldn't believe it was that late into the morning already.

* * *

On Cybertron, (where it was slightly past morning and into the afternoon) Optimus and Celestia were walking along a suspended bridge, intending to meet with recently instated Lord Shockwave to discuss political things. The bridge connected one Kaonian tower from another, and Shockwave's palace would not take them long to reach.

"Starscream has escaped?" Optimus questioned, finger to the side of his head.

"Yeah, and I don't think he's going to retire and open up a flower shop." Twilight replied through the comm. "What do you think he'll do?"

"Without knowing of the change in status quo, Starscream will likely return to his original goal; supreme leadership of the Decepticons." Optimus answered. "Inform me of any new developments, Twilight Sparkle."

"Will do, Your Primeship." Twilight saluted through the comm.

"I must return to my task." Optimus told her, cutting off the link. Celestia noticed his change in expression.

"Something wrong, My Prime?"

"Twilight Sparkle has reported a sighting of Starscream, who has been unaccounted for since the end of the war." Optimus said. "I worry that his actions may cause this precarious peace to slip back into the bloodshed that has only just now ended."

"Worry not, My Prime." Celestia told him. "Shockwave's reasoning is in logic. From what I've heard, Starscream is...how to say, unlikely to be as persuasive to Shockwave as Twilight Sparkle and I have been. Not only that, but the Autobots now have my full support. Even if it were to slip back into war, I doubt the Decepticons have forged such strong ties."

"Mm." Optimus looked over the side of the bridge, and saw a large, blue and black Decepticon whose features he couldn't quite make out from this distance observing him bitterly. The Decepticon noticed Prime's gaze, and turned to leave, bat wings unfurling from it.

Optimus and Celestia continued leisurely on their walk. Being leaders here for diplomatic reasons, they made sure to arrive early, so they had some time to spare on their trek as they moved from one tower to another. Celestia would every so often try to make small talk with Optimus, mentioning a time a younger Twilight botched up a spell with hilarious results, or comical situations rising from Luna's social ineptitude. Optimus' answers were never quite as amused as Celestia would have liked.

On their to the penultimate bridge of their journey, Celestia stopped in her tracks. Optimus continued forward before noticing his company had gone.

"Something troubling you, Your Majesty?"

"It wouldn't hurt you to have a laugh every now and then, would it, Optimus?"

"Yes." Optimus answered with his usual sense of seriousness.

Celestia shook her head, mumbling her discontent quietly. "Oh, for pete's sake..."

Optimus blinked, tired of Celestia's attempts to make him react like a 'normal pony for once'. He felt an odd sense of relief upon seeing Shockwave just ahead of them, in the middle of conversing with Blackout and Barricade. Shockwave paused, then turned towards them and waved them over with his lavender.

"Optimus Prime! Princess Celestia! Your decision to arrive early in order to appear good is most logical indeed."

Princess Celestia held back a snort at Shockwave's logic-obsessed speech. "Well, seeing as we've arrived early, I think we have a little time for some pleasantries. How are you, Shockwave?"

Shockwave stared like he didn't understand what the Princess was saying, then pointed to Blackout. "I've been arguing with these two for the last several cycles."

"Not about resuming violence, I hope?" Optimus questioned with a raised browplate.

Shockwave blinked before answering. "Sadly, yes. These two seem insistent their very existence hinges on the idea of war."

Before Barriade or Blackout could object, or Optimus could express further concerns, they all heard a whistle. A distinctive whistle, the kind of whistle that goes off only when there is an object falling from the sky...

Everyone present got ready their respective weapons and arms, aiming around at other towers, searching for potential snipers or other threats. Blackout tapped Shockwave on the shoulder and pointed upwards. Looking up, everyone could see there was something falling from the sky, aiming straight towards them.

Each party backed away from each other, in order to give the seeming meteor a clear space to land on the bridge.

The falling comet crashed into the bridge with a painful thump, making the entire bridge quaver underfoot, but from the pitch of the crash, whatever was landing was hurt by the bridge more than the bridge was by it.

The flaming wreck reached a long, familiar claw out and grasped its way onto two feet, revealing itself to be Starscream.

"Starscream!" Optimus exclaimed. "It should be no surprise that you should decide to return to Kaon, the Decepticon Capital." Optimus exchanged his blasters out for his blades, getting ready to charge for some up close and personal combat.

"Optimus Prime? What are you doing here?" Starscream questioned. "Bah! No matter." Starscream raised his arms and aimed his rockets. "I will dispose of you, and then use your remains to prove that the Decepticons should make me their leader!"

"You will do no such thing." Shockwave said from behind him.

"Wha?" Starscream turned around and panicked at the sight of Shockwave lurching over him. "Shockwave!" Starscream moved, meaning to drop to his knees and beg Shockwave to be merciful, but he stopped halfway, becoming suspicious. "What do you mean, I will do no such thing?"

"I am Decepticon Lord now, in the advent of Megatron's demise." Shockwave coolly informed Starscream.

"_Whaa!?_"

"And furthermore..." Shockwave continued, brandishing his gun-arm, ignoring Starscream's disbelief, "I have taken great pains to ensure my alliance with the Equestria government." Shockwave pointed a finger at Starscream. "Pains I will not see undone by your incompetence, Starscream."

"Well, I..." Starscream stammered, backing away from Shockwave's hulking form, only to stumble into Optimus. Starscream felt around the blockade preventing him from running away from Shockwave, and eventually realized from its shape it was Optimus. Starscream screamed in alarm and turned away. His wings folded up and he fell to his knees, groveling. "Forgive me, Optimus Prime! I forgot you were there!"

Optimus was unamused by his desperation, even exchanging a glance with Celestia. "Starscream, you may stand."

"Oh. Really?" Starscream muttered as he warily got up. Optimus put a hand on his shoulder comfortingly.

"Starscream, we are living in a new era. One where the war between Autobots and Decepticons is over." Starscream blinked, his optics widening at the news. "Although there are some among us on either side who can never truly forgive the other, if you will renounce your treacherous ways, and attempt to live with us peacefully..."

Starscream moved his shoulder away from Optimus' hand. "Peace? Peace? After so long, after all this time, you're ready to just give up and say 'peace'? Where is Megatron!? What does he think about all this!?"

"Megatron...is dead." Shockwave bleeped in his emotionless monotone. There was a certain dark pitch to it, however.

This seemed to bewilder Starscream even more than the fact the war was over. "Megatron dead...war over..." Starscream crossed his arms and walked away, more hunched than usual, mumbling under his breath about what he was to do now.

"Shall we resume, Optimus Prime?" Shockwave offered.

Optimus hesitated, giving Starscream one last concerned glance with his lips bit. "I...suppose, Lord Shockwave."

* * *

Starscream walked along the bridge, his scarred and torn stiletto-toes clinking quietly on the metal.

"I came here because I thought Cybertron was dead..." Starscream muttered. "Yet, here we are, having political talks with those AllSpark slagging diminutive equines! Hmm?"

Starscream stopped, noticing a bright green light shine overhead. He turned around and saw its source.

There was a tower some distance away from the bridge he was one. Given the various interconnecting highways those bridges had, there was probably some way to get from here to there without flying, but that wasn't important.

What was important was the huge satellite panel on the tower. It was dark blue with a hexagonal grid pattern running through it. Also running through were pony-like creatures with carapaces, torn, insect wings and evil blue eyes without irises or pupils, strung up by chains and wires to the grid, a cable on their horns. Starscream felt something he couldn't quite place for them. Sympathy. Sympathy for these things that being used in a deranged experiment of mad science, just like he was not too long ago, a few hours at most.

"Disgusting, isn't it?"

"What?" Starscream turned around to see a large Decepticon behind him with his arms crossed. In fact, the same Decepticon Optimus had seen for a moment while walking on the bridge earlier. He was a big muscular one, a General's size. His armor was black with blue on his arms and legs. His face made Starscream think of a bat. Or would've, if Starscream knew what a bat was. His wings helped sell the bat theme. His thighs were like dragon's necks, and red orbs were on his knee pads. His face was silvery white with a blue beak-shaped crest hanging from his forehead, and his optics were red like most 'Cons, but they seemed more regal than the average trooper.

"They're Changelings." The mysterious Decepticon explained. "Shockwave captured thousands of them, strung 'em up, used 'em to repower Cybertron's core."

Starscream's leftover jaw remnants dropped. "Whaaat!? Not only does that glory hound Shockwave take command of the Decepticons, MY rightful place, but he is Cybertron's savior as well!?"

"That's right! Injustice at its finest." The black bot answered. He looked upwards at the Changeling grid. "I hate these pony creatures. They're so bright and cheerful. Yet, Shockwave uses them to power everything on Cybertron now. Bridges, factories...need an extra light? Go get a spare Changeling." He shook his head sadly. "Disgusting. Now..."

The unfamiliar Decepticon wrapped one his arms around Starscream's shoulders. "Humans. Humans know where it's at. They've got their little tanks, their cannons. They're so ambitious, aren't they?"

"Mm. Yes..." Starscream answered uncertainly, well aware of how far a human's ambitions could go.

"I think...pardon me if I sound crazy, but I think that we could use the human ambition to replace these Changeling Batteries, and that would be the first step to getting rid of all the ponies' influence on Cybertron!"

Starscream nervously lifted the 'Con's arm off himself and chuckled nervously. "Eh-heh...is that...really a pressing concern?"

"Haven't you noticed that glory hound Shockwave kissing Celestia's Cutie Mark? He says it's 'only logical' to maintain good standings with alien governments, but I think he just doesn't have the backbone to challenge Optimus and Celestia together."

Starscream was taken aback. "Well, do you!? I've seen what that Princess can do! The thought of her and Optimus Prime fighting side by side...!"

The 'Con smiled. "Actually, I do, indeed."

He offered Starscream his hand.

"Name's Deathsaurus, General Deathsaurus. Came here like all the other Decepticons when the Core sent out a pulse saying it was alive...thanks to Shockwave. I'm looking to get rid of the ponies for the betterment of mankind. Will you join me, Air Commander Starscream? A high profile Decepticon like you would make my life so much easier."

"Mm..." Starscream didn't take his hand at first. He wasn't sure if that was a goal he was willing to pursue. He looked around, and everywhere he looked, he saw more Changeling Battery grids, each one of them sending power through the electric lines, each one varying in size and the amount of Changelings on them. Seeing the planet that was by right the Decepticons' planet to one day rule powered by so many organic swayed him, and he took Deathsaurus' hand and shook it.

"I will, General!"

They saluted each other in recognition of their high rankings.

"And together..." The deviousness of Starscream's mind not all dulled by being stuck under a laboratory for months, Starscream thought of the sweetest revenge he could get from this alignment.

"We will banish Twilight Sparkle and her friends from Cybertron."

* * *

Later in the afternoon, Twilight Sparkle and Trixie trotted along one Cybertron's many paths, one of the few ones that were on ground-level.

"Twilight Sparkle, shouldn't we be looking for Starscream?" Trixie asked. "Before he hurts somepony, Trixie means?"

"Yes." Twilight answered. "Yes, yes, we should, but I have an appointment, and you know how crabby I get when I miss appointments..."

Trixie shudder, a truth in Twilight's words. "Yes. Trixie would rather wait to stop Starscream than have to deal with that."

Twilight wasn't paying enough attention to where she was going, so she bumped into somepony and knocked them to the ground.

"Oh, I'm sorry, mister, I didn't see-"

Twilight saw the person she had knocked to the ground was Sunset Shimmer.

"You." Twilight finished.

Sunset waved nervously. "Hi, Twilight."

Twilight growled. She leaned forward and got in Sunset Shimmer's face. "Listen you, don't think I've forgotten what you were doing in my laboratory earlier this morning. We'll be having a long talk with Princess Celestia about this later. Right now, I have some things I need to take care of."

Twilight got out of her and huffed, before prancing off. Trixie stayed behind and inquired what Sunset Shimmer was doing on Cybertron. Sunset answered she was just getting to know everypony.

Twilight grumbled under her breath as she walked further away from them.

She wasn't jealous that the Princess had been spending lots of time with Sunset Shimmer since they discovered that mirror. She wasn't resentful of the fact Celestia held Sunset Shimmer in such high regard, no! Perish the thought, darling!

She didn't hate that Celestia was so nice and caring towards a human. Actually, that one she really didn't mind at all. Twilight understood that not everypony felt about the humans the way she did.

She didn't feel like Sunset Shimmer could replace her in Princess Celestia's heart, despite the hundreds of time Celestia told her she was irreplaceable when she was younger.

Twilight tried to curb her frustration when she the pony she was supposed to be meeting up ahead. A timid, light green pegasus by the name of Wind Whistler. She wasn't good with her emotions, but when the alliance between Equestria and Cybertron officaly formed, she stepped forward and voice her desire to learn Cybertronian science. Which was she was here today, and why Twilight was helping her today.

There was a laboratory just in beside where Wind Whistler was waiting anxiously. She seemed relieved to see Twilight.

"Hey, Wind Whistler!" Twilight ran up and used her magic to active the laboratory door. The panels of it unfolded in triangular directions. "Shall we go inside?"

"I guess..." Wind Whistler muttered.

They trotted inside the building. It was a slate grey on the inside, with tables all around filled to the brim with various beakers and chemical components. Standing at the attention of one table were two Decepticons. One looked Starscream, but even smaller, with various spikes and plates on his body, with black limbs and dark green armor on his pterodactyl-shaped wing. His arm rockets seemed to be in the rough shape of a torpedo instead of a crayon.

The other was a blocky, dull yellow and muted green sort, whose head had an antennae poking from the side of his head, a triangular faceplate, and a red visor with a bump in it. His entire left arm was composed of a mixing drum.

They had been arguing about something when Twilight and Wind Whistler came inside.

"I really don't think-"

"Well, that's your problem, isn't it? You don't think!"

"Heavy Load, what I'm trying to say is-"

"It'll be fine! I know what I'm doing! Remember, I am Thundercracker's understudy."

"So am I!"

They stopped shouting at each when they realized they had guests.

"Ah!" The mixer-armed Decepticon addresses as Heavy Load exclaimed. "Oh, um...hello, girls! Wind Whistler, here to study chemistry with us, I presume?" Heavy Load bowed. "I am Heavy Load. This is my lesser, Fractyl."

"Hello." The Starscream- look-alike droned, sounding depressed.

Twilight raised an eyebrow at him.

"Go on." Fractyl said. "Say I look like Starscream. Every one does..." He crossed his arms and looked away.

Twilight frowned. Only here for a few minutes, and she already upset him. The worst part of it was, Fractyl didn't seem that bad of a 'Con. He almost looked timid, despite his bristling spiky frame.

"Ah, yes..." Heavy Load drawled. "Twilight Sparkle. The infamous Bride of Shockwave. How could we refuse a pony as highly regarded as you?"

Wind Whistler raised an eyebrow to Twilight, hoping she would explain.

"It's a long story." Twilight answered.

"I say, what's going on in here?" Another Decepticon stepped out from the shadows. A blue and grey figure with a musculature slight above averge, and a squarish black helm around his face. He appeared to turn into a Cybertronian jet. Red stripes adorned his upwards-pointing wings, and his voice had a static effect to it.

"Thundercracker." Twilight said with a bow.

"Twilight Sparkle." Thundercracker said, bowing in turn. "I see you've met my two apprentices. I hope Heavy Load hasn't been giving you any trouble."

"No, no, no trouble at all..." Twilight muttered. "He does seem to be giving Fractyl grief, though..."

"As usual." Thundercracker remarked, glaring at his student.

Twilight thought about Thundercracker. A very neutral, empathic Decepticon Seeker who used to be one of Starscream's old flight buddies. He didn't have any feelings of hostility towards the Autobots, though he was rather overly pitiful to those, Autobot or organic, that couldn't fly.

"Master Thundercracker!" Heavy Load raised his voice, hoping to salvage his reputation. He picked up one beaker off the table that was filled with a noxious green fluid. "If I may, I believe I've developed an amazing new compound to tear through Autobot armor!"

"Your continued interest in weaponized chemicals despite the war being over rubs me the wrong way, Heavy Load."

"Your insistence that the war really is over rubs me also, Master."

Thundercracker pursed his lips, then turned away from his rebellious student. "Wind Whistler, was it? You had an interest in Cybertronian chemistry?"

"Oh! Um..." It took Wind Whistler a moment to get over the shock of being addressed. "Yes, yes, I did."

Thundercracker motioned for her to follow him, and he started walking back to his office. Wind Whistler flew up high and followed him through the air, hovering above his shoulder. "Excellent. Now, the study of Cybertronian chemicals will prove vastly different than you have before..."

As Thundercracker's voice faded away into the deeper parts of the laboratory, Twilight trained her eyes on Fractyl. Fractyl was experimenting with something, pouring a blue liquid into a vial that already had some yellow liquid it. The resulting mixture turned pink, bubbled up and boiled over the tip of the vial, before utterly evaporating, disappearing as though it never existed in the first place.

"Why don't you just give up, Fractyl?" Heavy Load mocked before departing for another sect of laboratory.

Fractyl looked at his failed experiment and sighed. He rested his elbows on the table, before growing too frustrated and tossing his the vial to the ground where it shattered. "He's right. Why do I even bother?"

"Hey!" Twilight protested. "You can't talk about yourself that way!"

"Oh?" Fractyl became curious and amused. "Do you know what it's like to fail constantly?"

"Constantly? No. But just because you failed once doesn't mean you can give up! You have to keep trying!"

"Really..." Fractyl scoffed and turned his head away from her. Both their attentions were caught by the sound of the door to laboratory opening up.

In front of them was an Autotrooper guard, a gold model with a faceplate, but no visor. "Uh, yeah. Hi. Twilight Sparkle?"

"That's me. Why? What is it?"

The Autotrooper pointed over his shoulder. "You're gonna wanna come see this."

Twilight worried over what 'this' might be.

* * *

There was a particular plaza that had specific times reserved for Cybertronian and pony alike to stand on the stage and yell out all their discontent until their heart was content. In a postwar society that had said war only recently over, it was important for there to be somewhere for somepony to air their grievances. So Optimus and Shockwave re-purposed this particular plaza for them to do so, under the ever watching visor of the Dinobot Grimlock to keep things from getting violent. It might seem for Grimlock to be a bouncer, but the populace was warned if they acted up, Grimlock could carry out all his violent impulses on them.

Nopony of any species wanted to see what violence Grimlock could do without any limitations placed on him.

The plaza was partially rebuilt to accommodate this specific purpose. Grimlock watch, arms crossed, from a copper-painted overlook. A malachite hexagonal tower loomed over a copper circular stage. In the tower ponies and bots waited to take their turns on the stage. Below the stage was an empty space where any curious crowds could gather and listen to whoever was complaining...if they were interested.

In this case, both Decepticon and Autobot troopers were mildly interested, as Deathsaurus brought out the famous thought to be dead Starscream in all his barely-patched up glory.

Both sides were confused at the sight of the once too proud for his own good Seeker.

"Autobots, Decepticons..." Deathsaurus said after bringing Starscream on stage. "Look at this! Look at Starscream, once of the most dangerous Decepticon warriors ever! Look what so-called allies have done to him!" Deathsaurus cupped Starscream's chin and turned his head back and forth for the crowd to see how half his jaw had been lopped off.

"This was all done to him...by a pony!" Deathsaurus screamed, walking across the stage and pointing emphatically to the floor. "A bright, cute little _pony_."

Deathsaurus' raised his fists to the air. "I ask you, do we really wish to our world to rely on the power provided by such a barbaric race? A race who does this to our own kind!?"

The tower door opened, and Fractyl and Twilight both stepped in the middle of Deathsaurus' speech.

"What's going on?" Twilight asked. She knew about the plaza's repurposing, but she didn't understand why she needed to be here. She grimaced when she noticed Starscream.

"Shockwave stands high up in his tower, sitting down and having tea with the Princess. All the while, her Faithful Student is down on Equestria doing this to poor Starscream!"

Twilight put her hoof to her mouth and teared up, her guilt swelling as she realized what was happening, what Deathsaurus was attempting to do, using her experimentation on Starscream to turn the Cybertronian citizenry against Equestria. "Oh dear sweet Celestia...what have I done?"

A few Autobots guffawed that Starscream was being called 'poor'.

"Now, when we wish to power our lights, our factories, instead of flicking a switch of redirecting a current, we go to Shockwave and petition more Changelings be caught! I ask you, Decepticons, is that any way for us to live!?"

"Furthermore, I really must insist that to replace the Changelings, we turn to the humans! They've demonstrated they have the ambition to come up with new sources of power! The drive to get things done, and the gall to go forward, no matter how much they must sacrifice to get there! So what do you say, Decepticons!? Shutting our doors to the mad ponies who butcher our kind and opening them to the humans would aid us! ARE YOU WITH ME!?"

Deathsaurus stamped his foot, expecting a surge of approving applause to roar through the crowd. He raised his arm and a hologram projection appeared with a symbol of his suggested union, showing a painting of a stylized human hand holding a horseshoe and snapping it in two with its bare fingers. The hand, horseshoe, and horseshoe fragments were dark yellow against a light blue backdrop.

Twilight closed her eyes, still crying, and rested herself against the nearest object. The nearest object happened to be Fractyl's boot. "This is all my fault...and Sunset Shimmer's, but mostly mine. I experimented on Starscream...he tricked me into fighting my own friends, he lied to me, and I hurt him for it..." Twilight shook her head. "I'm so sorry..." She said to no one in particular.

Fractyl felt bad for her. He understood where she was coming from. If he fought with his friends if when he didn't have to, he'd probably be upset too. If he had friends.

"Heey...wait a minute..." Fractyl muttered, remembering one small detail from the several reports the surviving Decepticons gave to public access when the new alliance between the planets was formed. "Didn't some humans nearly do to a Decepticon what you've done to Starscream? What were they, it was, Neck, Eck...MECH!"

Twilight's eyes shot open. "You're right! Thanks, Fractyl..." Twilight hugged Fractyl's leg, something Fractyl found very uncomfortable. "I'm going to go give that Decepticon bat-thing a piece of my mind!"

Twilight reared up and got ready to charge out onto the field with her horn blazing, but it wasn't necessary. A small collection of Vehicon Miners were making their way through the crowds, pardoning themselves and asking for excuses as they climbed up the stage.

"Ah! Care to join me, my fellows?" Deathsaurus asked them.

"Actually, no." The foremost one of the group answered frankly, causing Deathsaurus to make a surprised face. "There a few things you're leaving out. One..." The Vehicon raised a finger. "There were these humans, can't remember the name, who nearly did to Autobots and Decepticons what Twilight Sparkle did to Starscream here." He gestured towards Starscream.

"Two," The Miner to the left said. "Using the Changelings is actually beneficial to both Equestria and Cybertron. The Changeling's M.O consist of replacing loved ponies and destabilizing their social groups. With us using the Changelings to power our world, not only does it keep Cybertron alive, it puts the ponies at ease knowing that, if a Changeling is found, it'll be shipped off-world to us and put to good use."

"Three..." The Miner to the left said. "Starscream's kind of a jerk."

This prompted the gathered audience below to burst into laughter, even the Vehicons. Even Grimlock, watching above with otherwise zero interest in the conversation, gave a fleeting chortle.

Deathsaurus' twitching lips and stammering words suggested he didn't take any of that account. "But...I ...it... aren't you tired of the Autobots' tyranny, having to live and work alongside them?"

The Miners looked to each other.

"No."

"We like it here. The war's over, man. No need to go starting again."

"We have friends now."

Starscream scoffed. "Don't tell you've fallen for that 'friendship is magic' slag!"

"Well...yeah." One Miner sheepishly admitted. "But it's more than that. We have homes. We don't have families, but we could start them if we wanted. We don't have to worry about Autobots showing up in the middle of the job and slaughtering us. We don't have to worry about being used as fodder for experiments...it's nice, and we don't want to give up that just to go back to the war."

Deathsaurus scowled, flexing his wing, the way pompous emperors waved their capes after being made a fool of. "Very well! Return to me here at a later date, and I will return with a more sound argument! Come along, Commander!"

Deathsaurus jumped into the air, transforming into his vehicular mode. Or rather, beast mode, as his altmode was giant dark blue bat with black armor, as his autonomous mode's features suggested. He flew up into the while Starscream just stood there uncertainly.

He flew back down. "Starscream, that means you."

"Oh! Um..." Starscream twiddling his fingers in embarrassment for a little while, before transforming and joining up with his new master.

"Well..." Fractyl muttered from the door, watching Starscream and Deathsaurus fly away from their failed attempts to incite a rebellion. "That was unexpected." Fractyl turned around to say something to Twilight, but she had gone. "Hmm. Oh well. I'm sure she's busy."

* * *

Optimus and Celestia tromped along the bridges leading to Shockwave's tower, having finished their political business with him.

Recently, Optimus and the other Autobot high authorities that answered to Optimus had passed a law citing that all Autobots had to go to a mod shop and acquire a fire extinguisher somewhere on their frames. Optimus had petitioned for Shockwave to have the Decepticons do the same, with mixed results. Decepticons of course, were more interested in starting fires than stopping them.

A bright flash of light caught both Princess and Prime's attention along the bridge, and they turned to look at the Changeling Battery grid nearby.

Celestia noticed Optimus' shoulders slump downward.

"What's wrong, My Prime?" Celestia ask sweetly, using the term of endearment she developed for him over the course of her first trip to Earth.

"It is these Changelings." Optimus answered, looking at the wall battery with remorse. "I do not think it is right to harness them in this...brutal fashion." Optimus' teeth showed his distaste. "But there is no other way to keep Cybertron alive that we are aware of."

"Optimus, please." Celestia scoffed. "The Changelings are pure evil. They live solely for destruction and disharmony. It's better they stay here like this than run freely on Equestria."

"Some would use the same description on the Decepticons." Optimus answered. "Allow me to pose you a riddle. If your student-"

"Sunset Shimmer?"

"No..." Optimus answered awkwardly, giving a confused glance. "Twilight Sparkle?"

"Oh..." Celestia blushed and scraped her hoof. "My apologies, Optimus. I'm just so happy to have Sunset back after all this time. Continue."

"Mm." Optimus didn't voice his sadness Celestia would think of Sunset Shimmer, who had just recently returned over Twilight, who had been spending time with her for years. "If your student, Twilight Sparkle, were to use the extant energies from a bound Vehicon's Spark to power her reading lamps, would you approve of it?"

Celestia's looked horrified at the mere prospect. "N-no! That's...harnessing their very life force to power a menial machine!"

Optimus quietly gestured an open hand to the Changelings. "So you understand my dilemma."

Celestia looked at the Changeling Battery in a new light, grimacing at the usage of living beings to provide fuel to Cybertron's Core. "This...this is horrible."

A light static noise flitting in and out of their audio sensors caught Optimus and Celestia's notice. They looked around for the source, and saw that a few feet ahead of them a large screen was hooked up to the side of the wall. Something for Shockwave to broadcast any new announcements of his, perhaps. On the bridge were a smattering of Autobot and Deception troopers, looking at the screen as it fizzled to life.

Optimus and Celestia made their way towards that end of the bridge where the screen was, and watched with interest as a rotating Decepticon symbol appeared across the screen, before being replaced by the image of a female Autobot with medium green and yellow coloration with a microphone. A news-reporter, if the microphone in her hand was anything to go by.

"Recognize her, Optimus?" Celestia asked.

"Her name is Glyph." Optimus answered before refocusing his attention on the screen.

"Earlier today a famous Decepticon known for his several successful campaigns, known by the name Deathsaurus, was seen making a speech on the free speech plaza." Glyph said. An image of Deathsaurus raising his fists on the plaza appeared on a corner of the screen. "He made an interesting proclamation that Shockwave's Changeling Battery solution is not ideal. I'll my personal opinion out of that, but he also said a few other things of interest. Namely, that Cybertron would be better off using humans and their 'ambition' to fuel Cybertron, and that a complete severing of ties with Equestria would be beneficial."

Optimus and Celestia looked at each gravely.

"He used the appearance of Decepticon … 'hero' …" Glyph made a finger quote. "Starscream as evidence for his position. Take a look."

The entire screen was replaced by an image of Starscream in his mangled form, standing on the plaza stage for the audience to see. The Decepticons currently on the bridge began murmuring amongst themselves while the Autobots made nervous gestures.

"Deathsaurus' claim is that as Twilight Sparkle, herself a high-ranking figure of the Equestrian hierarchy, is the one to do this to Starscream, that Cybertron – or at least the Decepticons- are better off without allowing the horses to run free on our planet."

The screen shifted back to Glyph.

"So, viewers, what do you think? Is Deathsaurus just a bully who takes sides? Or does he have a point? This is Autobot Glyph, signing off!" Glyph made an 'L' with her thumb and finger before the screen turned to static, which then in turn became a simple image of the Deception logo, this time standing still over a black backdrop.

The gaggle of bots on the bridge turned towards Optimus, and noticed Celestia standing at his feet. They exchanged some whispers and murmurs amongst themselves. Celestia decided enough was enough and it was time to put her hoof down.

With a stomp of her strong-with-age hoof, Celestia silenced them. "End your discussion right now! I don't know what happened to Starscream, or what my student's reasoning for it is, but I assure you, there is a reasonable explanation and you have to nothing to fear from me, her, or any other Equestrian!"

"Mmmm..." One of the Autobot's mused.

"Do you have a question regarding the Princess' statement?" Optimus asked him with a warning tone, the kind of tone that makes alarm bells go off.

"Uh, no, sir." The Autobot quickly answered.

"Good." Optimus nodded his head and turned around. He activated his comm and began giving orders to Ratchet to round up Twilight Sparkle and open a GroundBridge or two.

* * *

At the earthen Autobot Outpost Omega One, Ratchet and the other members of Team Prime gathered around the main computer to review Glyph's news report. Ratchet watched feverishly, worrying about how they were going to counter this, while Bulkhead and Arcee had their arms crossed, with no lost love for Starscream.

Once they had finished the rewound footage, Optimus and Celestia turned to Twilight Sparkle for her to explain, while Sunset Shimmer stayed in a corner, watching and waiting for her own plan to come together perfectly.

Twilight was ready to launch off with a reminder of how Starscream had tricked her into the fighting a war of her own with the Autobots, but Celestia would have none of it.

The knowledge her student had done something like this, after Optimus' moral debate regarding the Changelings, hit Celestia much too close to home

"Why did you do that to Starscream!?"

"Wha-!? Princess, you remember what he did! It's his fault I'm a undead freak, remember?"

"Twilight Sparkle, that is not what I taught you!" Celestia stomped her hoof forward. "Amidst all your many lessons, taking revenge was never one of them!"

"But...but..." Twilight stammered.

Celestia glared.

Twilight closed her eyes and looked down. "You're right, Princess...I'm sorry." Twilight got down to her knees, all four of them. She got up and wiped a guilty tear from her eye. "Um...I know it doesn't make much difference, but you should know that Sunset Shimmer went into my library and let Starscream loose."

Twilight turned around with her head held low and began to walk down the steps leading to the floor.

Sunset stayed where she was, confident despite her numerous setbacks, her scheme to embarrass Twilight in front of their shared mentor had been a complete success. At least until Celestia stomped down off the platform in front of her.

"Is this true?" Celestia demanded from Sunset. "Do you sneak into Twilight Sparkle's library and unleash Starscream?"

"Well-y-yeah..." Sunset stuttered, not expecting Celestia to turn on her. "I didn't mean to!"

"What were you doing in the library to begin with?" Celestia asked.

"I..." Sunset put her hands together remorsefully. "I wanted to make Twilight look bad. I wanted to embarrass you with a skeleton in her closet...I hadn't been expecting an actual, still-living Decepticon skeleton!"

Celestia narrowed her eyes. "I can't believe this..." She shook her head. "I've waited so long for you to come back to me, and then you turn around and do something like this! I would've expected to be more mature after all these years, Sunset Shimmer."

Out the corners of their eyes, Sunset and Celestia noticed Twilight looking quite satisfied that Celestia was giving it to Sunset.

"Do not think for a second, my most faithful student, that this excuses your torture of a Decepticon prisoner!"

Twilight pouted, acknowledging this while still looking to see Sunset punished.

Celestia gave Sunset one last filthy look, before trotting off to other parts for happier business to attend to.

"Well..." Bulkhead said.

Celestia raised her eyebrow.

"Starscream is kind of a jerk." Bulkhead said, nervously twiddling his fingers.

Celestia whinnied dismissively, and continued towards the door.

Twilight and Sunset looked at each other, each knowing they did something wrong and had no moral ground of their own to stand on. Optimus' footsteps temporarily distracted them from their funk.

"I have discussed this with Ratchet, and it is with some grief I note that..." Optimus said, his voice at a level mix of sympathy and seriousness, understanding they knew they done wrong, but also having something else he needed to say that took precedence. "Twilight Sparkle, Sunset Shimmer, I'm confining you to base. We cannot allow your enmity with each other to give this radical pro-human, anti-pony to gain ground."

Sunset's and Twilight's jaws dropped.

"Optimus is right." Ratchet said. "Given how you two seem to be playing 'The Princess Most Favorite Student', we can't let you out and give credence to Deathsaurus ridiculous claims." Ratchet scoffed and muttered about the weak points in Deathsaurus' arguments.

Twilight and Sunset Shimmer looked at each other, trying to communicate non-verbally what they could do.

"Optimus!" Sunset said suddenly with her voice almost poisonously sweet. "Don't you Autobots place a value on freedom and all that?"

Optimus grunted, knowing Sunset Shimmer had a point. He turned and walked out of the room without saying a word. Ratchet and the other Autobots turned back to the screen and replayed the news feed again.

Twilight dropped to her haunches sadly, sighing. Sunset saw this and felt guilty. This mess was more or less her fault for letting Starscream out to begin with. She put a hand on the side of Twilight's neck in lieu of Twilight having a shoulder. Twilight spared Sunset a brief glance before closing her eyes again.

"You want completely ignore what Optimus said, sneak out and fix both our messes?" Sunset whispered.

Twilight opened her eyes again, and kept them on Sunset. Her face creaked into a devious little smile. "Yes, actually. I know just the thing. I'll ask Raf for his laptop and send Shockwave an e-mail."

Twilight ran up to the stairs, where Raf was typing on his laptop, typing up some program or another. Twilight walked up to him and asked to borrow it.

"Why?" Raf asked suspiciously. Even though he was always wrapped up in his laptop, he knew what was going on around him and heard about Twilight's and Sunset's apparent confinement.

"Just want to let a friend of mine know I won't make it to a little gathering we planned..." Twilight answered innocently enough.

"Okay..." Raf pushed a button and turned his laptop to her.

Twilight tried to push buttons with her hooves, but they were too large to hit one key without hitting another, resulting in 'E' turning 'Esdr', which doesn't make for a very coherent e-mail. So she used her magic instead to type her message.

_Hey Shockwave. _

_It's Twilight Sparkle, your intellectual equal._

_Sunset Shimmer and I have been confined to base because of Deathsaurus' speech earlier. Think you can send a GroundBridge for us?_

"And...send." Twilight exclaimed, pushing the send button before Raf could read her message. "Thank you, Rafael." She turned the laptop back to him. He went back to work while giving Twilight the eyebrow raise.

"Hey." Sunset said. "Why does Shockwave treat you so nicely?"

"Well..." Twilight put a hoof to her chest proudly. "I don't mean to brag, but he's told I'm one of the few who can rival him in his expertise of science, so he considers me an equal in that area and gives me some respect."

The requested GroundBridge opened up suddenly, much to the surprise and alarm of Team Prime.

"Who requested a GroundBridge?" Ratchet asked. Bulkhead and Arcee threw their arms in the air and shrugged.

Twilight threw Sunset onto her back and dashed towards the Bridge.

"Wha-hey!" Bulkhead noticed. Not knowing what to else to do, he instinctively readied his maces. "Should we stop them?"

"No." Ratchet answered, to everypony's surprise. "From what I know of Twilight Sparkle, she probably has a plan to fix this mess..." Ratchet turned to his computer. "Whether or not it will work..." Ratchet shrugged, the headlights in his shoulder adjusting as he moved.

* * *

Twilight ran out from the Bridge and smashed herself right into an Autobot's foot. "Oof!"

"Hey there, little pony! Where's the fire?" A voice familiar to Twilight but unknown to Sunset greeted.

Twilight removed her head from his foot and looked up at Ultra Magnus' face. Magnus, the lighthearted (light-Sparked?) commander of the Wreckers, with Wheeljack standing off to the side with his arms crossed.

"Oh, um...well." Twilight hesitated to answer, but after a moment, she realized that Ultra Magnus would actually approve of her going against Optimus' wishes. "We're going to see Shockwave to do something about this Decepticon who hates ponies but likes humans." Twilight answered. "Even though Optimus Prime told us to stay inside the base..."

As she was expecting (and half-hoping) Ultra Magnus guffawed. "Haha! Now that's a Wrecker approach to the situation, right, Jackie?"

"That's right." Wheeljack said. He and Magnus fist-bumped.

"Well, let us get out of your way..."

Sunset climbed down off Twilight's back and regarded Magnus. "Um, would it be all right if I stayed behind and got to know these two a little better?"

Twilight nodded. "Of course. I'll talk to Shockwave myself. It'll probably be better like that, anyway...he doesn't really know you."

Just like she did earlier today, Twilight took off galloping away from Sunset Shimmer while she stayed behind to get know other ponies better. This time, however, they were parting on much better terms.

Twilight quickly got to Shockwave's tower, an imposing black mass of Cybertronian construction, fully intending to march right up and demand Shockwave do something about Deathsaurus.

As she got closer, however, she noticed something a little off... rather than two Decepticon Vehicons, or a leaper, they were two white unicorns standing on either side of the door. They were wearing Canterlot armor that had been modified into black plating, with nonfunctional bat wings poking out the sides of their mantles, with a similar batwing crest on their helmets.

Twilight blinked, disbelieving, but before her, guarding the double doors of Shockwave's throne room, were Canterlot guards in armor customized to match the ideal Decepticon aesthetic.

Twilight attempted to approach the door while ignoring them, but they pulled out their spears and crossed them in front of her path.

"State your name and business with Lord Shockwave." One of them said in the deep voice the Guards were so well-known.

"Uh...I'm friends with him?" Twilight said uncertainly.

The door opened of its accord, and a passing Vehicon tried to step out, only to notice the scene of ponies before them. "What's going on out here, guys?"

"This mare wishes to see Lord Shockwave." The Guard said.

The Vehicon looked at Twilight. Twilight looked back, not knowing what was about to happen.

"Ooh...I know you. The Bride of Shockwave. It's cool, guys." The Vehicon extended his leg and stepped over them. "You can let her through."

The Guards saluted, then drew their spears away. Twilight resolved to get through the door before it closed. She now had two pieces of business on her mind; first, have Shockwave do something about Deathsaurus; second, ask what was up with those Guards in the entrance.

Twilight entered Shockwave's work office, as she knew she could find him there. And there he was, shifting through Equestria and Earth paper documents typical of politics and Decepticon electronic tablets of the same.

Twilight gasped at the sight of something she really wasn't expecting to see.

A dragon. A robotic dragon much different from anything on Equestria. It prowled about, behind Shockwave's work chair, on four long, skinny legs that ended in clawed feet. It had a pair of wings proportionate to the body frame, aligned with electronic lines. Its snout was long and rigid like a crocodile, and its color scheme was gold and green, with purple under its wings.

Shockwave noticed his guest. "Twilight Sparkle." Shockwave put the papers in his claw to rest on the table. "Come in."

Twilight hesitated. Shockwave was confused before realizing what the problem was.

"This is Ser-Ket." Shockwave said, gesturing to the dragon behind him. "She is a disciple of mine. She will not hurt you."

Twilight, reassured, stepped forward and teleported herself onto the Decepticon-sized chair to talk to Shockwave, even though the chair itself completely dwarfed her. It was like being inside a giant's plush hand.

Shockwave pushed a button on the table, and a little section of the chair began to extend upwards, allowing Twilight to look him in the single eye.

"How may I be of assistance, Twilight Sparkle?"

"Deathsaurus." Twilight snapped. "Something needs to be done about him."

"Yes. Did you not notice the new, 'Decepticon Royal Guards' stationed at the front entrance?" Shockwave asked while Ser-Ket prowled around over from the back of his seat to the back of Twilight's. "My countermeasures to Deathsaurus' attempts to incite rebellion."

Twilight blinked, confused and not sure she understood. "By...recruiting Royal Guards?" Twilight had a eureka moment. "That's brilliant! With Royal Guards protecting the Decepticons, it'll prove Deathsaurus is spouting out total slag! Hey..." Something occurred to Twilight. "How do you get those Guards on your side?"

"They were dissatisfied with the performance of their current captain, so when I went recruiting among their ranks, they had no qualms joining."

"What!?" Twilight growled, infuriated somepony would talk about their brother that way.

"Twilight Sparkle, are you familiar with the human idiom, 'do not shoot the messenger? I am merely reiterating what they told me."

"Hmm." Twilight looked down, upset that the Guards under Shining's commands would say such things.  
"Well, you seem to do all that can be done right now, so I'll leave you be."

Twilight stepped down off her elevated platform seat and teleported down to the floor.

Outside, a large gargoyle creature colored dark blue and black descended on the outside of Shockwave's tower. It transformed into its robot mode, revealing Deathsaurus, who landed gracefully on the outside.

"Shockwave!" Deathsaurus shouted. "It's Deathsaurus! I've come to...talk." Deathsaurus noticed the ponies guarding the door. "What The Pit is this?"

The two 'Decepticon Royal Guards' looked up at Deathsaurus glared. "Do you have an appointment, Deathsaurus?"

Deathsaurus grimaced at them, his teeth bulging as he tried to contain his outrage. He released his rage in the form of a punch and forced the door open. He went right on through, ignoring the two pony guards below.

He stormed into Shockwave's office, just as Twilight Sparkle was leaving. They passed each other in the door frame.

"Oh ho! If it isn't Little Miss Perfect herself!" Deathsaurus whistled.

Twilight's eye twitched. She wanted to snap at him and burn a hole through his chest with magical power, but after a moment, she realized the thing that would slag him off the most would be to show him respect. So she saluted and smiled. "General Deathsaurus, Sir!" She went along her way while Deathsaurus stormed into the office.

"Shockwave! What is the deal?"

"Deal?" Shockwave questioned, petting Ser-Ket and feigning ignorance.

"There are unicorns outside your doors standing watch!" Deathsaurus shouted. "Explain!"

Shockwave stopped petting Ser-Ket and looked to Deathsaurus.

"It was only the..."

"Shockwave, don't you dare say log-"

"_Logical_ progression in response to your claims, General."

Deathsaurus huffed and fumed. He wanted to punch Shockwave right there, but that could start a Decepticon civil war. While he was looking for violence, a civil between Decepticons was not the war he wanted.

"Gah!" Deathsaurus snorted and stormed out the door as angrily as he had stormed in. He was a loss for how to progress from this setback. The ponies had more or less been officially endorsed by the Decepticon bureaucrats!

...What? Decepticons have those! Doesn't seem like they would, but they do.

* * *

Meanwhile, elsewhere, Thundercracker was taking his students Heavy Load, Fractyl and new recruit Wind Whistler on a scheduled tour through an old multistory Decepticon facility building that was in use during the original phases of the War for Cybertron all those years ago.

Shockwave, keeping his optic out for any chance to improve his political standing, had open the facility up for an 'informative tour' open to both ponies and humans, so the little organics could learn about the Decepticon practices when it came to chemical production. Thundercracker had been nominated by Shockwave to be the tour guide, so it was easy for the chemist to bring his own students along. There a few servant class Autobots and Decepticons in the crowd as well, wanting to look on their history without the taint of war smelling up their experience.

"And this way..." Thundercracker said, gesturing towards another long disused piece of machinery. "Is a...a...hmm." Thundercracker was still a Decepticon at Spark, so he kicked the machine to figure it out. "This thing in such a sorry state I can't even recall what it is!"

This caused the organics in the tour group to laugh, thinking this was all a planned part of the tour rather than the unexpected dilemma it really was.

"Hmm..." Thundercracker got to his knees and started playing with the machine. Perhaps if he broke it open and took a peek inside, he could figure out what it was from the parts it employed.

Fractyl and Heavy Load watched with humdrum as their master went to work on a device that probably couldn't even be fixed with unicorn magic.

Fractyl quickly bored, and so turned his attention away and towards the window. He briefly tilted his head when he heard something detach from the machine with a loud deep drone, and Thundercracker mutter some choice words under his breath.

Fractyl noticed a shape flying into the sky from a window. The striking red outline completely enraptured his attention. He walked away from the tour group and approached the window to get a better view. Heavy Load noticed, but didn't bother trying to drag his wayward classmate back to the tour group.

"What is that?" Fractyl questioned, fascinated at this strange new creature. Now that he was closer to the window, he could make more of the red outline. It appeared human, feminine, at least as much as he understood human femininity. Various parts of its body were glowing, including its eyes, mane, and tiny little claw...

Fractyl's optics widened when he saw the green glow depart from the claw and rush towards the facility in the form of a fireball.

Fractyl quickly realized what was happening.

"WE'RE UNDER ATTACK!"

With surprising strength, force, and ferocity for an organic-produced weapon, the fireball tore through the wall, shattering the glass window and tearing apart the wall. Fractyl stood still in fear and would've been crushed under the falling debris, had Heavy Load not dashed towards him and yank him out.

"Uh, thanks." Fractyl muttered. He was a little dazed. First he notices an attack just before it happened, then Heavy Load, normally a jerk, rescues him from being buried alive.

"Don't mention it." Heavy Load waved it off.

Another fireball tore through the wall, causing an explosion of smoke that made all the humans and ponies fall to their respective Cutie Marks in fear. Their fear was most understandable, as this fireball set the wall ablaze in normal Cheeto orange fire!

"Aaah!"

Heavy Load aimed his mixing drum at the rapidly escalating blaze. The drum rotated and then began spraying out a chemical of foam that began to smother the flames, but another fireball tore through and ignited an even larger inferno.

Thundercracker saw that putting the fire out was a lost cause. "Forget putting it out! Get the organics out of here!"

"Organics?" A 'Con servant asked. "What about us?"

"We can withstand much more extreme temperatures than them!" Thundercracker shouted. Another fireball whizzed into the ball, causing another incendiary burst. "Now, I really don't want to have to explain this again! GET THE ORGANICS OUT OF HERE!"

The crowd didn't need to be told twice. The humans and ponies gathered began rushing towards the nearest exit. Amongst the crowd, one Equestrian mare cursed her poor luck.

She had her toddler foal with her.

The fire continued advancing through the walls, somehow spreading quickly from wall to wall, rafter to rafter, even though the building was made of extraordinarily tough Cybertronic metals. As it melted to worthless slag metal, an I-Beam fell down. The unexpected obstacle fell in the middle of the crowd, causing a separation from one portion to the other, including separating the mare from her child.

"Mama!"

"No!" The mare shrieked, unable to accept the idea her child might die in a fire today.

"Come on!" The mare's husband came and put a hoof to her neck. "There's...there's nothing we can do."

The mare sniffled, a tear leaking from her eye. She continued to cry as her husband steered her towards the exit.

A Con-Miner easily stepped over the I-beam and continued towards the exit.

Fractyl saw him, and the distraught mare, as well the other Miners who were having no trouble leaping over the I-beam while the little foal was stuck.

"Excuse you!" Fractyl charged up to the Miner and pushed him backwards. "Where are you going?"

"W-wha?" The Miner questioned. "I'm getting out of here before I get melted!"

"And just leaving that poor little foal all alone to the mercies of the flames?" Fractyl questioned, pointing at the trapped pony.

"Uh...yeah?"

Fractyl narrowed his optics. "Look, eventually, this entire building will be so deeply mired in flames that it will even melt our Cybertronian hides. That won't happen for another, mmm, five to eight cycles. As it is, though, it poses an extreme threat to the organics here! It won't cost you your life to take thirty nanoseconds to go over and pick that foal up!"

The Miner stood there with his shoulders slumped, confused.

Fractyl snarled and raised his claw, slashing it against the miner's chestplate, leaving a few gashes that went from one end of the chestplate to the other. "NOW!"

The Miner, scared into line by Fractyl's outburst, and ran over the I-beam, scooping the little foal up into his claws. "Come here, little guy..." The foal nervously crawled into the crevice of the Miner's palm, hesitating before getting comfortable. As comfortable as he could be, at least, inside a metal claw large enough to squash himself. "That's right...just snuggle in there..." The Miner hopped back over the I-beam and headed towards the exit.

* * *

Ultra Magnus and Wheeljack shared a fit of laughter, resting on the guardrails of the roadway they were on. At their feet, Sunset Shimmer laid on the ground, sharing in the laughter.

"HahahahHAhahahaa...haaa..." Ultra Magnus sighed contentedly. "You sure do know some funny stories, Sunset Shimmer."

"Well, that happens when you've got friends like mine..." Sunset Shimmer reflected. "Did- did I tell you this one time where Flurrie – oh man, it was so funny...and Flash..."

"Wait." Ultra Magnus held his hand out, and Sunset Shimmer suddenly felt she was not in the presence of some lighthearted Autobot jokers, but in the presence of someone who deserved the title 'The Brother of Optimus Prime'. "There."

Magnus pointed in the distance, where a billow of smoke was raising up into Cybertron's sky.

"That." Magnus said, pointing at the smoke. "That is not a good thing. Something down there is on fire, and my intuition is that its that old chemical plant. You know, when my brother passed that law saying all Autobots need to be equipped with fire extinguishers, I thought he was a little screw loose, but now I can see where he was coming from. Come on, Wheeljack!"

Ultra Magnus and Wheeljack swung their arms through the air. The motion caused two panels to flip and pop open from their arms, revealing the fire extinguishers' nozzles.

"You know..." Sunset Shimmer said playfully. "I thought as a Wrecker, you would have liked watching things burn."

"Normally, yes." Magnus answered. "But not if those 'things' include innocent pony and human tourists."

"Wha-what?" Sunset Shimmer stammered.

"That building was schedule for an educational tour today. Part of a political scheme of Shockwave's.o That means, right now, there are innocent organics in danger of being burned alive." Ultra Magnus jerked his head. "Let's roll to the rescue, Wheeljack!"

Ultra Magnus and Wheeljack transformed and drove off towards the facility, not noticing Sunset Shimmer's horrified expression.

"What have I done?" Sunset whispered to herself quietly, putting her hands over her head.

As Ultra Magnus and Wheeljack drove the scene of the carnage, Twilight Sparkle caught wind of what was going and got Shockwave to GroundBridge her to the site so she could help. Stepping out of the green portal, Twilight's hair flew in the wind as Ultra Magnus and Wheeljack drove right past her.

The two Wreckers transformed and started blasting their fire extinguishers away at the burning building. Ultra Magnus pulled out his hammer and rushed towards the doors and hammered it in, busting it open so any and everypony trapped inside could get out.

Twilight observed their efforts, and was about to step in to help with her magic when she noticed a green fireball whistle through the air and hit the building, causing an explosion.

"Hmm..." Knowing that fireball had to come from someone or somewhere, thin air does not just spontaneously combust by itself, after all, Twilight looked around for the source. She calculated the fireball's trajectory, and looked to where she figured it must have come from to travel at the angle it did.

She looked up and saw something that made her most displeased.

It was the She-Demon that had yesterday had stolen Rainbow Dash's Element.

And there was more than one.

There was around anywhere from ten to twelve of the miniskirt-wearing bat-winged she-devils, all cackling and preparing more spells of mass destruction in their claws.

Twilight narrowed her eyes. She scuffed her hoof along the ground and prepared her magic. Letting the immeasurable power in her horn charge up, Twilight let her magic loose, sending a laser back straight into the backs of one of the She-Demons. Her struck target shrieked and hissed in pain, and fell to the ground. Her pained cries garnered the attention of her fellow demons quickly, and within moments too quick to count as seconds, all of their burning black sclera were on Twilight Sparkle, a unicorn, alone...against the forces of darkness.

Twilight would've liked to say something hardcore and intimidating, like 'Just the way I like it!' but really, she preferred fighting with her friends, even though she had no doubt she could take on the demoness flock.

The Demons shrieked in unison, their harsh, sharp hellish voices conjoining together in a perfect chorus of disharmony and hatred, and let loose a barrage of fireballs at her.

Twilight summoned her magic, and quickly created a shield of energy in front of herself, not quite a force field, but it got the job done and prevented any scorching fireball from so much as grazing her ankle.

One She-Demon hissed and divebombed towards Twilight, infuriated she blocked their attacks so easily. Twilight wasn't distracted by the demon's piercing caw, and couldn't ready up another defensive spell before the Demon grabbed her.

The Demon flew off over the edge and divebombed towards a lower level of Cybertron, slamming Twilight into the ground. A cloud of dust rose up from the impact, and when it cleared, the Demon stood standing, while in a small crater, all one could see of Twilight was her flailing hind legs. The Demon smiled, celebrating its victory, but she wasn't watching where she did her victory dance and got bucked in the waist. The Demon grunted and held her pained stomach, while Twilight wrenched herself free of the ground and bucked her opponent again, sending her flying.

Twilight snarled and went around in a circle, challenging all comers.

The She-Demons all descended on the wind from above, landing down with a distinct lack of Decepticon's grace, and encircled Twilight. One prepared a fireball and bounced it in her claw to taunt Twilight before hurling it at her. Twilight ducked, easily avoiding it. The fireball smacked into the belly of another She-Demon.

One took a more hands-on approach and charged at Twilight from behind, lunging onto her back and wrapping its claws around her neck. With moves worthy of a Wrecker, Twilight reached her hooves over her back and threw the She-Demon over herself, down to the ground, where Twilight took the time to stomp it in the face. Another She-Demon charged at her, this time going at her front. Twilight turned around and presented her Cutie Mark to it, before lashing her tail around its neck and pulling it taut until the She-Demon was gasping for air. Once the She-Demon quit struggling, Twilight unwound her tail and let it drop to the floor.

One more She-Demon charged. This one Twilight took a simpler approach to and just punched in the cheek with her hoof.

The She-Demons remaining decided to stop following the code of mook chivalry, and all lunged at her once, burying her in a dog pile of demonic flesh. Twilight burst out of it with a mighty grunt and impressive display of magical power.

"Come on!" Twilight mocked, rearing up and shaking her hooves in the air. "Is that all you've got!?"

As if in response to her query, another flock of She-Demons appeared, landing in another encircling pattern, doubling their number.

"Give up, pony!" One She-Demon hissed. "You can't beat ussss all!"

Twilight scowled, but that turned into a smile, much to the Demon's confusion. "I find your overconfidence...oh, what's the word, it's on the tip of my tongue, what is it?"

A rocket suddenly whizzed into the battle scene, hitting a demon in the chest and pushing it back towards a wall where the rocket exploded, (presumably) taking the She-Demon out with it. The She-Demons looked around, not understanding what just happened. The trend continued when a blast of purple energy pushed another one of them to the ground and in an awesomely ironic twist, seared her flesh. Then a large, long, slender golden tail reached down from above and wrapped around one of them, lifting it up to the air before tossing her into her sisters.

The She-Demons looked up at an overlook overhead and saw the collection of Autobots and Decepticons. Namely Wheeljack, Shockwave, Ser-Ket, Ultra Magnus and Fractyl.

"Would it perhaps be...illogical?" Shockwave smoothly suggested.

The She-Demons hissed and flexed their wings, ready to continue the fight.

Ultra Magnus raised his hammer and twirled it through the air, where it turned from his trademark hammer to his trademark boomstick. He took aim at a spot near the group of Demons, but not actually at them, and fired, creating a smoking crater that rather symbolically looked like it could hold quite a few of their bodies.

The She-Demons looked at the crater, and realizing that Ultra Magnus had that stick of ultimate boominess pointed at them, took the better part of valor and vanished in spires of green flames that left behind piles of ashes.

"Hmm." Twilight figured the only reason Shockwave had rescued her was because it made him look good politically, but she still appreciated that he would show up alongside the likes of Ultra Magnus nonetheless.

* * *

The mare in the tower sighed, watching as more and more Autobot firefighters with varying degrees of experience joined the fight in bringing the flames under control. Her husband kept a hoof on her comfortingly the whole time.

"All I wanted...was to give our baby her first look at an alien building..." The mare sighed, still crying over the loss of her child. She broke down and buried her muzzle into her husband's chest. "Was that too much to ask!?"

Her husband stood there silently, merely patting her on the back. His attention was caught when Fractyl and the Miner Fractyl had been yelling at in the building walked up to them.

The Miner looked very hesitant, like he was about to do something he had no idea how to do.

Fractyl patted him on the back. "Go on. Go on."

The Miner cleared his throat. He reached behind his back and pulled the couple's foal. He lowered himself to the ground and dropped the foal to them. "I, uh, I think you dropped this."

"Mama!" The foal cried as she ran towards her parents.

"Oh...thank you so much! How can we ever repay you?" The mare exclaimed at the Miner.

"Well..." The Miner said quietly. Fractyl put his claw on the Miner's shoulders.

"See?" Fractyl gestured to the reunited family, who were crying.

"Why are they crying?"

"Because they're just so happy to have their daughter back." Fractyl answered. "But you see them, don't you? You see how happy they are? You made that happen." Fractyl poked the Miner in the chest for emphasis. "You've made a huge difference in their lives, and all it cost you was a few seconds of your time."

"I did?" The Miner questioned.

"Mh-hm! They will remember this- and you- for the rest of their life cycles."

"They will!?" The Miner exclaimed, overwhelmed a servant class Cybertronian such as himself could have left such a heavy, yet invisible mark on someponies' lives.

Fractyl nodded.

The Miner looked at the cuddling family again. He put his hand to chest and looked to the sky proudly. "Yeah...yeah, I did make a difference!"

* * *

The next morning, both Autobot and Decepticon political parties moved to address the political fallout of the attack on the facility. Everyone knew the facility had been scheduled for a tour, so some of the more accusing governors immediately pointed fingers at the other side. The Autobots accused the Decepticons of setting up the attack to deliberately kill the organics there. Some of the more clever opposition on the 'Cons side accused the Autobots of having set-up the attack to make the Decepticons look bad. Optimus was thankfully able to quell the mudslinging by bringing in testimony from the 'Equestria Girls' and other ponies who had seen the first She-Demon in the Crystal Empire yesterday.

However, after all this in the morning alone, the afternoon was ripe for Deathsaurus to stride into the free speech plaza and stir further chaos and confusion.

Inside the tower where other speakers waited their turns, Deathsaurus had stopped and made Starscream wait, so they could "Savor our upcoming support!" as Deathsaurus put it.

Once Deathsaurus decided they had waited long enough, he shoved the doors open and boldly stepped out onto the plaza...

Only to see Fractyl and a troop of Vehicon Miners marching around in circles in protest, carrying picket signs with inspiring mottoes or generic stock phrases on them. Amongst the more notable were "Give Peace A Chance!" "Love Is All You Need" "Make Love, Not War" and of course, the ever present tag line, "Friendship Is Magic."

"What." Deathsaurus said so flatly that it didn't even deserve the appropriate question mark. He quickly took stock of what was going and marched towards Fractyl. "Fractyl! What is this- insurgency!?"

Fractyl didn't even flinch when Deathsaurus came at with arms flailing. "I've had something of a revelation, General." Fractyl poured all the contempt he could in his usage of Deathsaurus' title. "And from that revelation, I can see that you...you are a bully with selective preferences! None of this scrap about 'humans are better for us' oh no...you...you just want to kick the ponies out because you don't like them!"

"How dare you!" Deathsaurus shouted back. "True that may be, I will not be spoken to in such a manner!" Deathsaurus noticed the picket sign with "Friendship Is Magic" on it. "Oh, really? The show tag line!? Typical!" As Deathsaurus raged against them, Fractyl leisurely walked around him and climbed up on a conventiently placed crate. Fractyl started scribbling on his sign, then flipped over and pointed at the raging Deathsaurus.

"You should be ashamed to call yourselves Decepticons!" Deathsaurus shouted. The entire crowd below burst into laughter.

"Wha- wha...why are you all laughing!?" Deathsaurus demanded. "Stop that!" Deathsaurus turned around and saw the answer to his question.

Fractyl had a sign pointed at him, with a humorous message of most excellent jest inscribed thusly.

Secretly, he licks Celestia's Cutie Mark.

"Wha- I do not!" Deathsaurus grabbed the sign from Fractyl and snapped his half. He tossed the broken sign pieces and pointed a finger at Fractyl. "Know this, Fractyl, by embarrassing me like this today, you have just made a very powerful enemy."

"Yet, last night, I was able to make lots of friends!" Fractyl countered. He drew himself close, getting into Deathsaurus' personal space as he prepared to deliver a taunt he knew would enrage Deathsaurus even more than ever.

"And you know what they say about friends." Fractyl hissed quietly.

Deathsaurus got so mad, so angry, that for a moment, Fractyl really thought Deathsaurus' optics were going to pop out of his head.

Deathsaurus longed to smack Fractyl upside the head, but as this was neutral ground, he couldn't do anything, or he would be attacked by Autobots and lectured by Shockwave. Deathsaurus flexed his wings like an emperor and transformed into his bat mode, flying up to the air. "Come along, Air Commander!"

Starscream gazed upwards at his new boss, blinking blankly.

Deathsaurus sighed and stretch his bat wing over his face. He disliked that he was having to do the same humorless gag again. "That means you, Starscream!"

"What? Oh, right!" Starscream transformed and jetted upwards, following Deathsaurus.

* * *

Meanwhile at the Autobot base...

Optimus Prime reviewed more of the news reports of the She-Demons' attack yesterday, Cybertronix flashing across the screen and his optics as he examined the information presented to him.

Sunset Shimmer watched him work, nearly mesmerized at how his face almost never seem to change, almost always giving the same stoic expression... her blue-green eyes flickered over to Raf for a moment.

Sunset startled when she suddenly felt a presence behind. She whipped around and came face-to-face with her rival and fellow student, Twilight Sparkle.

"Hi." Twilight greeted causally."

Sunset looked down, and away, before looking back to Twilight. "Hi."

"I was, um...thinking about yesterday." Twilight said. "About how you tried to embarrass me...and I figured, since the Princess got mad at both of us..."

Sunset Shimmer chuckled nervously. She completely freaked when she found her arm moving without her consent, thinking Twilight was about to hurt her, but all Twilight did was draw her hand to Twilight's chest, where Sunset Shimmer could something was off about her heartbeat.

"Maybe...maybe we're not so different. Maybe we could be friends, even."

Sunset made a face of uncertainty, before smiling with the brightness of a dim candle. "I would like that."

Twilight let Sunset's hand drift off, and proceeded to leave the room.

Sunset Shimmer then turned back to the guardrails of the Autobot base, crossing her arms under her chin. She sighed, before taking her hand off and looking at Raf. "Hey, Rafael?"

"Yeah?" Raf answered.

"Could you come with me?" Sunset asked, pointing her finger at the door. "I kinda want to show you something."

Raf looked at her with a confused, uncertain expression. "Um...all right. Let me just..." Raf pushed a button on his laptop before closing his device and hopping out off the chair and following Sunset Shimmer's down the stairs.

They didn't notice Optimus was watching them leave. Once they were gone, that left Optimus alone in the room, meaning he could do whatever he wanted without being questioned or judged...

Optimus raised his hand to his mouth to amplify his already attention-grabbing voice. "Ultra Magnus! Could you come in here, brother?"

Magnus appeared in the door frame. "Yo, O.P. Whassup?"

"I would like your input on a matter I'm not certain of." Optimus explained, turning back to the computer.

"'Kay." Ultra Magnus stepped into the room and watched raptly as his big brother went to work on the computer.

Optimus pushed a button. A pictograph of Sunset Shimmer appeared on the computer screen. Optimus pushed another button, producing a photograph from security feeds of the She-Demons that had attacked.

"O...kay." Magnus drawled, confused. "What are we looking at?"

Optimus traced his fingers over Sunset Shimmer's hips, causing a blue outline to appear on the screen where his fingers had touched.

"Okay. My brother is alone with me in a room tracing the image of a human female's hips. That's not creepy."

"Perhaps." Optimus admitted. "But I have more to elaborate upon." Optimus then traced the images of the She-Demon's hips and pushed a button. A large green text reading "CALCULATING..." appeared on the computer screen while blue lines of electronic measurements using levels and triangles of all sorts to perform the calculation.

"MATCH" flashed across the screen in big blue letters.

Magnus raised an eyebrow. "So...you're...suspicious...because Sunset Shimmer's hips have the same measurements as the She-Demons?"

"Yes." Optimus answered starkly without missing a beat.

"Hmm..." Ultra Magnus cupped his chin. "Coincidence...or conspicuous?"

"That, brother, is what I was hoping you would help me decide." Optimus said before tracing more body parts of both Sunset's image and the Demon's. They were more and matches in measurements. The exact contour of their cheeks, the sharpness of their eyes, the slender build of their arms and legs...and then there was the fact the Demon's pony-like tail was the same color as Sunset Shimmer's hair.

"It does not seem out of the question that Sunset Shimmer created these demons and made them in her own image."

"Hmm..." Ultra Magnus said. "Well, it's all very suspicious, Optimus, but I don't think..."

Ultra Magnus was cut off from finishing his sentence by a sudden flashback to yesterday.

I thought, as a Wrecker, you would have liked watching things burn.

Ultra Magnus's lips curled softly in disapproval. He suddenly became serious and saluted. "Optimus Prime, Sir, in light of something Sunset Shimmer said, I would to officially announce my vote for it being 'conspicuous.'"

"Mm...thank you, brother." Optimus said, turning his gaze back to the screen.

Ultra Magnus hesitated as to what he was going to say next, but he knew it needed to be said. It was the kind of question that had to be asked, but nopony ever liked asking because of the implications of it.

"Optimus...should we call Prowl?"

Optimus grimaced before he answered.

"My apologies, brother...yes."

* * *

Sunset Shimmer and Raf walked along the halls of the base, Raf curious to know what Sunset Shimmer had to show him, unaware of the self-loathing monologue Sunset Shimmer was giving to herself as she reflected how her plans were coming apart before they even came together.

I sent those She-Demons to attack the facility to cause chaos amongst the Cybertronians...I had no idea innocent people and ponies would be caught in the crossfire. I don't want to admit, but I can't deny it...I'm a monster.

And the sad part is...

"So, Sunset," Raf asked, "What do you want to show me?"

I don't even want to be...

Raf was dazed when he suddenly caught a green light flashing behind him. He turned around to see if Sunset Shimmer was all right, and saw that she was fine...except for the tiny little detail she'd been turn into a crimson snake from the waist down.

"Uh, Sunset?" Raf asked.

"Rafael...I'm so sorry..."

Sunset's tail quickly lifted off the ground and wrapped Raf before the young boy could blink twice. Raf was disturbed the relaxingly smooth scales constricted tightly around his body.

"Uh, Sunset? I don't like where this is..."

Raf looked at Sunset's eyes, which turned into flashing rings of yellow, pink and red, just like her namesake.

"Goo...iiing." Raf said, his voice slowing down to a drawl, entranced by the beautiful spirals.

In the other rooms, Ratchet and Rarity were alarmed when they suddenly heard a loud, young-sounding scream. "What was that?"

"I'll go check it out." Rarity volunteered. She trotted out of the room and into the hallway.

Ratchet didn't like when she followed up that young scream with a piercing, high-pitched scream of her own. He dashed into the hallway. "Rarity, what's wrong-?"

Ratchet saw what was wrong.

There, lying up against the wall like a murdered victim left to rot, Raf was at rest, eyes closed, his arms limp across the wall and splayed against the wall. Carmine, young fresh blood was leaking to the floor from his neck, getting over all his shirt collar and pant leg.

"No." Ratchet insisted in denial little Raf was hurt so badly. "No. No. No. No no no no no NO!"

Ratchet fell to his knees and put a finger on Raf's neck. "Rarity, go to my lab. There should be a..."

Meanwhile, on the other corner of the hallway as Ratchet barked medical instructions which Rarity followed like a highly trained and sensitive dog, Sunset Shimmer had her hand over her mouth, covering the blood dribbling down her lips. Her tears leaked from her cheeks and soaked into fingers.

"I'm so sorry..." Sunset whimpered, too quietly for them to hear from the corner. She ran off before they could peek around the corner and notice her, and the incriminating blood on her lips.

* * *

**Author's Notes**

**Fractyl is a little-known Beast Wars character, whose appearance here is based on Beast Hunters Starscream, but with a green color scheme matching his original form.**

**Heavy Load is from the 2008 Universe line.**

**Both were thrown in because I wanted to write using obscure characters with little fictional attention, like James Roberts in More Than Meets the Eye...but, see, I can't use the characters James Roberts used, because him using them has since brought them out of obscurity!**

**I'm not entirely sure Fractyl's character development came across the right way...**

**I was going to have Twilight use her Dark Energon against the She-Demons, but figured having her fight them off on her own merits was more hardcore.**

**Deathsaurus is based off his Wings of Honor/Timelines incarnation, with the Bat Mode of RiD Megatron (from which Deathsaurus had a retool of for a BotCon toy one year) but he also has his head-crest from his original Victory incarnation.**

**This chapter went through some changes as I was writing it. Namely, the cliffhanger ending and Celestia getting on to both Twilight and Sunset was moved from the end to the middle.**

**Also, this came _retroactively,_ very late into writing, but the mare and her filly that were rescued from the fire are G4 re-imaginings of G1 Sweet Stuff and MLP Tales Sweet Heart, re-imagined as Sweet Stuff's daughter.**

**Continuity Notes**

**Starscream became a 'guest' of Twilight's in the Reign of Starscream addendum to Act III, which is also where the Changeling Batteries were first introduced.**

**Trixie became infected with Dark Energon in the same, and became Twilight's assistant in 'Thunderwing!'**


End file.
